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1. Parties: Identifies and provides full details of all three parties to the agreement
2. Background: Explains the context and purpose of the three-way NDA and the relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Disclosure and Use of Confidential Information: Details how confidential information may be shared between the three parties and the permitted uses of such information
5. Obligations of Confidentiality: Specifies the core confidentiality obligations of each party, including storage, protection, and non-disclosure requirements
6. Permitted Disclosures: Outlines circumstances under which confidential information may be disclosed to representatives or as required by law
7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
8. Term and Termination: Duration of the agreement and conditions for termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Residual Information: Optional clause addressing the use of information retained in memory, used when parties want to allow use of general knowledge gained
2. Data Privacy Compliance: Detailed section on compliance with the Philippine Data Privacy Act, necessary when personal data is involved
3. Information Security Requirements: Specific technical and organizational measures for protecting confidential information, used for highly sensitive data
4. Non-Solicitation: Prevents parties from soliciting employees or clients, included when there's business relationship risk
5. Competitive Activities: Restrictions on competitive activities, used when parties are potential competitors
6. Prior Disclosures: Covers information disclosed before the agreement date, needed if prior exchanges occurred
7. Third Party Rights: Addresses rights of affiliates or other related entities, used when broader corporate groups are involved
1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information from each party
3. Schedule 3 - Information Security Standards: Specific security measures and protocols required for handling confidential information
4. Appendix A - Types of Confidential Information: Categorization and specific examples of what constitutes confidential information for each party
5. Appendix B - Disclosure Protocol: Step-by-step procedures for requesting, approving, and documenting information disclosures between parties
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Real Estate
Research & Development
Telecommunications
Energy
Pharmaceuticals
Education
Construction
Retail
Automotive
Legal
Executive Leadership
Business Development
Research and Development
Procurement
Finance
Operations
Human Resources
Compliance
Information Technology
Corporate Strategy
Project Management
Mergers and Acquisitions
Innovation
Chief Executive Officer
Legal Counsel
Chief Financial Officer
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Procurement Manager
Investment Manager
Operations Director
Human Resources Director
Compliance Officer
Contract Manager
Strategic Partnership Manager
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