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Non Disclosure Contract for the United States

Non Disclosure Contract Template for United States

A Non-Disclosure Agreement (NDA) is a legally binding contract under U.S. law that establishes a confidential relationship between parties, where one or more parties agree to protect sensitive information shared during business dealings. The agreement outlines specific information considered confidential, the duration of confidentiality obligations, and the consequences of breach. Protected under both federal and state laws, including the Defend Trade Secrets Act, this document serves as a crucial tool for businesses to safeguard their proprietary information while engaging in negotiations, partnerships, or employment relationships.

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What is a Non Disclosure Contract?

A Non Disclosure Contract is essential when parties need to share sensitive information while maintaining its confidentiality. This document is commonly used in business transactions, negotiations, employment relationships, and strategic partnerships across the United States. The agreement complies with federal regulations including the Defend Trade Secrets Act and state-specific trade secret laws, providing comprehensive protection for confidential information including trade secrets, proprietary data, client information, and business strategies. It defines the scope of confidential information, establishes clear obligations for handling such information, and specifies remedies for breach of confidentiality. This type of agreement is particularly crucial in today's business environment where intellectual property and confidential information are often a company's most valuable assets.

What sections should be included in a Non Disclosure Contract?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure

5. Term and Termination: Duration of obligations and termination conditions

6. Return of Information: Requirements for returning or destroying confidential information

What sections are optional to include in a Non Disclosure Contract?

1. Non-Competition: Restrictions on competitive activities - use when protecting business interests beyond confidentiality

2. Non-Solicitation: Restrictions on soliciting employees or customers - use when protecting against poaching of personnel or clients

3. Data Protection: Specific provisions for handling personal data - use when personal data is involved

What schedules should be included in a Non Disclosure Contract?

1. Description of Confidential Information: Detailed list or categories of protected information

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Protocols: Specific procedures for handling and protecting 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

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses






















Industries

Defend Trade Secrets Act (DTSA): Federal law from 2016 that provides uniform federal protection for trade secrets and allows companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft and protects against economic espionage

Federal Rules of Evidence: Rules governing confidentiality in federal courts and how confidential information should be handled in legal proceedings

Uniform Trade Secrets Act (UTSA): Model law adopted by 48 states that provides uniform state-level protection for trade secrets and defines trade secret misappropriation

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation that affect NDA validity

State Employment Laws: State-specific regulations governing employment relationships and restrictions on employee non-disclosure agreements

HIPAA: Federal law protecting sensitive patient health information from being disclosed without patient consent

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to protect customers' sensitive financial information

Federal Securities Laws: Regulations governing disclosure requirements and insider trading for public companies

First Amendment Considerations: Constitutional protections for free speech that may limit the scope of NDAs

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations of law from retaliation, including Dodd-Frank Act provisions

Common Law Principles: Legal principles developed through court decisions regarding reasonable restrictions, consideration, and public interest in NDAs

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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