The Non Disclosure Agreement IT Services is essential when engaging external IT service providers who will have access to sensitive business information, systems, or data. This agreement, governed by U.S. law, establishes confidentiality obligations, defines protected information, and outlines security requirements. It's particularly crucial in today's digital environment where IT service providers often require access to proprietary systems, source code, business processes, and sensitive data. The agreement helps ensure compliance with federal and state regulations while protecting intellectual property and trade secrets.
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1. Parties: Identification of the disclosing and receiving parties, including legal entities and addresses
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Clear definitions of confidential information, trade secrets, and other key terms
4. Scope of Confidentiality: Detailed description of what information is covered and protected
5. Obligations of Receiving Party: Specific duties regarding protection and non-disclosure of information
6. Permitted Disclosures: Circumstances under which confidential information may be shared
7. Term and Termination: Duration of the agreement and termination conditions
8. Return of Confidential Information: Requirements for returning or destroying confidential information
9. Governing Law: Applicable jurisdiction and choice of law
1. Security Requirements: Specific technical security measures required for protecting digital assets and systems
2. Data Privacy Compliance: Specific provisions for compliance with data protection laws and regulations
3. Non-Solicitation: Restrictions on hiring or soliciting employees during and after the agreement period
4. Insurance Requirements: Specific insurance coverage requirements for high-value information or systems
5. Audit Rights: Rights to audit compliance with the agreement, particularly for high-risk or regulated industries
1. Schedule A - Description of Services: Detailed description of IT services being provided
2. Schedule B - Specific Confidential Information: Detailed list of specific confidential information covered
3. Schedule C - Security Protocols: Technical security requirements and protocols
4. Schedule D - Authorized Representatives: List of authorized personnel who may access confidential information
5. Schedule E - Data Processing Requirements: Specific requirements for handling and processing data
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