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This Vendor Non Disclosure Agreement is essential for businesses operating under Danish jurisdiction that need to share sensitive information with external vendors while maintaining confidentiality and legal protection. The document is typically used before engaging in detailed business discussions or commencing service relationships with vendors, where confidential information such as trade secrets, technical specifications, customer data, or business strategies need to be shared. It incorporates requirements from Danish contract law, the Danish Trade Secrets Act, and relevant EU regulations including GDPR where applicable. The agreement provides comprehensive protection while remaining compliant with Danish legal principles regarding contract formation and enforcement.

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law

7. Security Measures: Required measures for protecting and securing confidential information

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

9. Term and Termination: Duration of the agreement and termination provisions

10. Survival: Obligations that continue after termination of the agreement

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

12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes