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1. Parties: Identification of the attorney/law firm and the receiving party, including their legal status and contact details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Legal Work Product', 'Client Information', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including client matters, legal strategies, and work product
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to courts, regulatory bodies, or other attorneys
7. Attorney-Client Privilege: Specific provisions maintaining and protecting attorney-client privilege and work product doctrine
8. Security Measures: Required security protocols for handling and storing confidential information
9. Return or Destruction of Information: Requirements for returning or destroying confidential information upon termination or request
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution details
1. Ethical Wall Provisions: Used when the receiving party is another law firm or attorney, establishing protocols to prevent conflicts of interest
2. Third Party Access: Include when third parties (such as expert witnesses or consultants) may need access to confidential information
3. International Transfer Provisions: Required when confidential information may be transferred across international borders
4. Data Privacy Compliance: Include specific provisions for handling personal data subject to privacy laws
5. Insurance Requirements: Used when requiring specific insurance coverage for handling sensitive information
6. Conflict Resolution: Optional detailed dispute resolution procedures, including mediation or arbitration provisions
7. Subpoena Response: Procedures for handling subpoenas or court orders for confidential information
8. Joint Defense Provisions: Used when the agreement is part of a joint defense or common interest arrangement
1. Schedule A - Specific Client Matters: List of specific client matters covered by the agreement
2. Schedule B - Authorized Personnel: List of individuals authorized to access confidential information
3. Schedule C - Security Protocols: Detailed security requirements and procedures
4. Appendix 1 - Information Categories: Categorization of different types of confidential information and their handling requirements
5. Appendix 2 - Notification Contacts: Contact details for security incidents or required notifications
6. Appendix 3 - Destruction Certificates: Template certificates for confirming destruction of confidential information
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