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1. Parties: Identifies the disclosing party, receiving party (subcontractor), and any relevant parent companies or affiliates
2. Background: Sets out the context of the subcontractor relationship and purpose of sharing confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'
4. Scope of Confidentiality: Details what information is considered confidential and exclusions from confidentiality obligations
5. Obligations of the Subcontractor: Sets out the specific duties and standards of care required in handling confidential information
6. Permitted Disclosures: Specifies circumstances under which confidential information may be shared and with whom
7. Data Protection: Addresses GDPR compliance and data protection obligations
8. Security Measures: Specifies required security measures for protecting confidential information
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
10. Duration and Survival: Specifies the term of the agreement and which provisions survive termination
11. Breach and Remedies: Details consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when sharing technical information or trade secrets
2. Non-Competition: Restrictions on competitive activities - include when subcontractor could potentially compete with the business
3. Non-Solicitation: Prevents poaching of employees or clients - use when subcontractor has access to employee or client information
4. Audit Rights: Rights to audit subcontractor's compliance - include for high-risk or regulated industries
5. Insurance Requirements: Specific insurance requirements for subcontractor - use when handling particularly sensitive information
6. Assignment and Subcontracting: Controls on further subcontracting - include when there's risk of unauthorized delegation
7. Data Processing Terms: Detailed data processing obligations - include when substantial personal data processing is involved
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Permitted Purpose: Detailed description of the authorized purposes for using confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
5. Appendix A - Data Processing Details: Details of any data processing activities including categories of data and processing purposes
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Technology
Construction
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Research & Development
Pharmaceutical
Energy
Defense
Software Development
Engineering
Consulting
Legal
Procurement
Human Resources
Information Security
Compliance
Operations
Project Management
Risk Management
Supply Chain
Vendor Management
Information Technology
Research & Development
Business Development
Procurement Manager
Legal Counsel
Project Manager
Contract Manager
Operations Director
Human Resources Manager
Information Security Officer
Data Protection Officer
Chief Technology Officer
Vendor Management Specialist
Supply Chain Manager
Compliance Officer
Risk Manager
Business Development Manager
Department Head
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