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Confidentiality Agreement Document Template for United States

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Key Requirements PROMPT example:

Confidentiality Agreement Document

"I need a Confidentiality Agreement Document for sharing sensitive software development information with a potential investor, including specific provisions for source code protection and a two-year confidentiality period starting March 2025."

Document background
The Confidentiality Agreement Document is essential when parties need to share sensitive information while maintaining its secrecy and establishing legal protections. It's commonly used during business negotiations, employment relationships, or potential partnerships where proprietary information, trade secrets, or sensitive data need protection. Under U.S. jurisdiction, this agreement provides legal remedies through both federal and state courts if confidentiality is breached. The document typically includes detailed definitions of confidential information, specific usage restrictions, and duration of confidentiality obligations.
Suggested Sections

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

2. Background: Context and purpose of the agreement, explaining why the parties are entering into this confidentiality arrangement

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

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

5. Obligations of Receiving Party: Core confidentiality obligations including protection, non-disclosure, and permitted use of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized representatives

7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

8. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction over disputes

Optional Sections

1. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon termination or request

2. Non-Solicitation: Prohibition on soliciting employees or customers, typically used in business-to-business contexts

3. Data Protection Compliance: Specific provisions for handling personal data and ensuring compliance with data protection laws

4. Non-Competition: Restrictions on competing activities, where relevant to protecting confidential information

5. Remedies: Specific remedies available in case of breach, including injunctive relief

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of specific confidential materials or information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Procedures: Specific procedures and protocols for handling and storing confidential information

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 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 provides protection against economic espionage

Federal Rules of Evidence: Rules governing trade secret evidence handling and protection in federal courts

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides uniform standards for trade secret protection and enforcement at the state level

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Employment Laws: State-specific regulations governing employment relationships and workplace confidentiality

HIPAA: Federal law protecting confidentiality of medical information and healthcare data

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

GDPR Compliance: EU regulation with extraterritorial effect requiring protection of EU residents' personal data

National Labor Relations Act: Federal law protecting employees' rights to discuss working conditions and engage in collective action

Whistleblower Protection Laws: Federal and state laws protecting employees who report illegal activities from retaliation

Employee Mobility Rights: Laws governing employees' rights to change employers and use general knowledge and skills

Contract Law Principles: Fundamental legal principles including consideration, reasonableness, and enforceability requirements

First Amendment Considerations: Constitutional protections for free speech that may limit scope of confidentiality obligations

Public Policy Exceptions: Legal doctrine preventing enforcement of confidentiality provisions that violate public policy

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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