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Executive Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Executive Confidentiality Agreement

"Need an Executive Confidentiality Agreement for our new CFO starting March 2025, with special emphasis on financial data protection and insider trading provisions as we're planning to go public next year."

Document background
The Executive Confidentiality Agreement is a critical document for organizations operating in the United States that need to safeguard sensitive business information at the highest levels. This agreement is typically implemented when onboarding senior executives or during significant role changes where access to proprietary information increases. It addresses specific requirements under federal laws such as the Defend Trade Secrets Act and state-specific trade secret regulations, while balancing executive rights and company protection. The agreement is particularly important for publicly traded companies and those with significant intellectual property or trade secrets.
Suggested Sections

1. Parties: Identification of the company and the executive entering into the agreement

2. Background: Context of the agreement and executive's role

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property'

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

5. Executive's Obligations: Core confidentiality obligations and permitted uses

6. Term and Survival: Duration of obligations during and after employment

7. Return of Materials: Obligations regarding return of confidential materials

8. Breach and Remedies: Consequences of breach and available remedies

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when additional protection beyond confidentiality is needed

2. Intellectual Property Assignment: Assignment of IP rights to company, used when executive may create IP during employment

3. Non-Competition: Restrictions on competing activities, used where legally permissible and business-critical

4. Securities Trading: Insider trading restrictions, used for publicly traded companies

Suggested Schedules

1. Schedule A - Excluded Information: List of information explicitly excluded from confidentiality obligations

2. Schedule B - Pre-Existing IP: List of executive's pre-existing intellectual property

3. Schedule C - Specific Projects/Information: Detailed list of specific confidential projects or information

4. Appendix A - Acknowledgment Form: Form for periodic acknowledgment of obligations

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

Clauses

























Industries

Defend Trade Secrets Act (DTSA): Federal law that provides uniform standards for trade secret protection and allows companies to sue in federal court for trade secret misappropriation

Economic Espionage Act: Federal law that criminalizes the theft of trade secrets with intent to benefit foreign powers or cause economic harm

Securities Exchange Act: Federal law governing securities trading and insider information, particularly relevant for executives with access to material non-public information

Computer Fraud and Abuse Act: Federal law that addresses unauthorized access to protected computers and data systems

Electronic Communications Privacy Act: Federal law protecting electronic communications from unauthorized access, including corporate communications

Uniform Trade Secrets Act: State-level legislation (adopted by most states) providing framework for trade secret protection and remedies

State Non-Compete Laws: State-specific regulations governing restrictive covenants and non-compete agreements in employment contracts

HIPAA: Healthcare privacy regulations relevant if the executive has access to protected health information

Gramm-Leach-Bliley Act: Financial services privacy regulations applicable when handling financial institution customer information

Fair Labor Standards Act: Federal law establishing wage, hour, and employment standards that may impact executive agreements

National Labor Relations Act: Federal law protecting employees' rights to discuss working conditions, which may limit confidentiality scope

Fiduciary Duty Principles: Common law principles requiring executives to act in the best interest of the company and maintain confidentiality

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

Fourth Amendment Privacy Rights: Constitutional protections against unreasonable searches that may affect monitoring and privacy provisions

State Data Privacy Laws: State-specific regulations governing the collection, use, and protection of personal and corporate data

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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