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Confidentiality Non Solicitation Agreement for the Netherlands

Confidentiality Non Solicitation Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that combines confidentiality obligations with non-solicitation provisions. The document protects confidential information shared between parties while preventing the solicitation of employees, customers, or suppliers. It incorporates requirements from the Dutch Civil Code, Trade Secrets Act, and relevant EU regulations including GDPR. The agreement establishes clear obligations regarding information handling, permitted disclosures, and restrictions on solicitation activities, while ensuring compliance with Dutch competition law principles regarding reasonable duration and scope of restrictions.

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What is a Confidentiality Non Solicitation Agreement?

The Confidentiality Non Solicitation Agreement is essential for business relationships where sensitive information is shared and protection of business relationships is crucial. This document, governed by Dutch law, serves a dual purpose: protecting confidential information and preventing the solicitation of key employees, customers, or suppliers. It is commonly used in business negotiations, partnerships, potential mergers or acquisitions, and consulting arrangements where parties need to share sensitive information while maintaining business relationship integrity. The agreement ensures compliance with Dutch legal requirements, including the Trade Secrets Act (Wet bescherming bedrijfsgeheimen) and competition law principles, while providing clear enforcement mechanisms under Dutch jurisdiction.

What sections should be included in a Confidentiality Non Solicitation Agreement?

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the agreement

3. Definitions: Definitions of key terms including Confidential Information, Solicitation, Restricted Period, and other relevant terms

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisers, or as required by law

6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers of the other party

7. Duration: Term of the agreement and survival of obligations

8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information

9. Data Protection: Compliance with GDPR and Dutch privacy laws when handling personal data

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including notices, amendments, severability, and governing law

What sections are optional to include in a Confidentiality Non Solicitation Agreement?

1. Security Measures: Specific technical and organizational measures required for protecting confidential information - include when dealing with highly sensitive data or specific security requirements

2. Audit Rights: Rights to audit compliance with confidentiality obligations - include for high-risk relationships or regulated industries

3. Third Party Rights: Rights of third parties whose information may be included - include when third party information is likely to be shared

4. Non-Competition: Additional restrictions on competitive activities - include when broader protection is needed beyond non-solicitation

5. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors - include for complex commercial relationships

6. Insurance Requirements: Obligations to maintain specific insurance coverage - include for high-value confidential information

7. Force Majeure: Provisions for unforeseen circumstances affecting compliance - include for long-term agreements

What schedules should be included in a Confidentiality Non Solicitation Agreement?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Restricted Entities: List of specific entities covered by non-solicitation provisions

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking for authorized recipients to sign

6. Appendix B - Data Processing Terms: Detailed terms for processing personal data under GDPR requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions























Clauses






















Relevant Industries

Technology

Professional Services

Manufacturing

Healthcare

Financial Services

Biotechnology

Research & Development

Software Development

Consulting

Telecommunications

Pharmaceuticals

Energy

Legal Services

Real Estate

E-commerce

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Procurement

Research and Development

Information Technology

Operations

Finance

Commercial

Compliance

Strategic Partnerships

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

HR Director

Business Development Manager

Procurement Manager

Chief Technology Officer

Research Director

Innovation Manager

Commercial Director

Operations Manager

Project Manager

Legal Counsel

Contract Manager

Chief Financial Officer

Strategic Partnerships Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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