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Consultant NDA Template for Netherlands

A comprehensive non-disclosure agreement tailored for consulting relationships under Dutch law, designed to protect confidential information shared during consultancy engagements. This document incorporates requirements from the Dutch Civil Code and Dutch Trade Secrets Protection Act, ensuring robust protection of trade secrets and confidential information while maintaining compliance with Dutch legal principles. It includes provisions for data protection under GDPR, intellectual property rights, and specific confidentiality obligations appropriate for consultant-client relationships in the Netherlands.

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What is a Consultant NDA?

The Consultant NDA serves as a critical legal framework for protecting sensitive business information when engaging external consultants in the Netherlands. This document is essential when companies need to share confidential information, trade secrets, or proprietary data with consultants during their engagement. It ensures compliance with Dutch law, including the Dutch Trade Secrets Protection Act and relevant provisions of the Dutch Civil Code, while also addressing GDPR requirements where applicable. The agreement is particularly important for projects involving strategic initiatives, technical developments, or access to sensitive business operations. It should be used before any substantive information is shared with consultants and can be implemented alongside main consulting agreements or as a standalone document.

What sections should be included in a Consultant NDA?

1. Parties: Identification of the company and the consultant, including full legal names, addresses, and registration details where applicable

2. Background: Context of the relationship, purpose of the agreement, and brief description of the consultancy services

3. Definitions: Definitions of key terms including Confidential Information, Services, Intellectual Property, and other relevant terms

4. Scope of Services: Brief overview of consulting services to provide context for the confidentiality obligations

5. Confidentiality Obligations: Core confidentiality provisions, including scope of confidential information and specific protection requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Security Measures: Required measures for protecting confidential information, including digital security requirements

8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and survival of confidentiality obligations

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

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Consultant NDA?

1. Intellectual Property Rights: Detailed provisions about IP ownership and licenses when consultant may create IP during services

2. Data Protection Compliance: Specific GDPR compliance obligations when consultant will have access to personal data

3. Non-Competition: Restrictions on working with competitors, if appropriate for the consultancy relationship

4. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the business relationship

5. Audit Rights: Company's right to audit consultant's compliance with confidentiality obligations, for high-sensitivity situations

6. Insurance Requirements: Specific insurance obligations for consultants handling highly sensitive information

7. Third Party Rights: Rights of group companies or other third parties to enforce confidentiality provisions

8. Separate Undertaking: Additional confidentiality undertakings for consultant's employees or subcontractors

What schedules should be included in a Consultant NDA?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Approved Security Measures: Specific technical and organizational security measures required for protecting confidential information

3. Schedule 3 - Approved Recipients: List of pre-approved individuals or entities who may receive confidential information

4. Schedule 4 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved

5. Schedule 5 - Service Description: Detailed description of consulting services providing context for confidentiality obligations

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use

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