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Non Disclosure Agreement Form for the Netherlands

Non Disclosure Agreement Form Template for Netherlands

A comprehensive Non-Disclosure Agreement (NDA) template drafted under Dutch law, designed to protect confidential information exchanged between parties during business discussions, negotiations, or collaborative ventures. This document incorporates key provisions of the Dutch Civil Code (Burgerlijk Wetboek) and relevant EU regulations, including GDPR compliance measures where applicable. The agreement provides robust protection for trade secrets and proprietary information while ensuring enforceability within the Dutch legal framework and compatibility with broader European Union regulations.

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What is a Non Disclosure Agreement Form?

This Non-Disclosure Agreement Form is essential for businesses and individuals operating under Dutch jurisdiction who need to protect sensitive information during business negotiations, partnerships, or employment relationships. The document is specifically crafted to comply with Dutch legal requirements, including the Dutch Civil Code and the Trade Secrets Act (Wet bescherming bedrijfsgeheimen), while also addressing EU-wide regulations such as GDPR where relevant. It's particularly useful when entering into preliminary discussions for business transactions, sharing proprietary technology, engaging consultants, or exploring potential partnerships. The agreement includes comprehensive definitions of confidential information, clear obligations for information handling, and enforcement mechanisms recognized under Dutch law.

What sections should be included in a Non Disclosure Agreement Form?

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and how it will be identified

5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures and permitted uses

6. Permitted Disclosures: Circumstances under which confidential information may be shared with third parties

7. Term and Survival: Duration of the agreement and which obligations survive termination

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

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

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

What sections are optional to include in a Non Disclosure Agreement Form?

1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property Rights: Needed when confidential information includes IP or when IP might be created during the relationship

3. Non-Solicitation: Optional clause preventing parties from hiring each other's employees

4. Export Control: Required when confidential information may be subject to export control regulations

5. Competitive Activity: Optional restrictions on competitive activities, subject to Dutch competition law

6. Force Majeure: Optional clause for circumstances preventing compliance with obligations

7. Assignment and Succession: Optional provisions regarding transfer of rights and obligations

What schedules should be included in a Non Disclosure Agreement Form?

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

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

3. Schedule 3 - Security Measures: Specific security protocols required for protecting confidential information

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

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Biotechnology

Real Estate

Energy

Telecommunications

Retail

Education

Construction

Automotive

Aerospace

Pharmaceutical

Relevant Teams

Legal

Human Resources

Business Development

Research and Development

Executive Leadership

Procurement

Information Technology

Finance

Operations

Corporate Development

Innovation

Intellectual Property

Mergers and Acquisitions

Product Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Human Resources Director

Project Manager

Research Director

Chief Technology Officer

Procurement Manager

Investment Manager

Operations Director

Contract Manager

Innovation Manager

Corporate Development Director

Intellectual Property Manager

Chief Financial Officer

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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