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Indemnification In Non Disclosure Agreement

Indemnification In Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Indemnification In Non Disclosure Agreement

"I need an Indemnification In Non Disclosure Agreement for my software company to protect our AI algorithms when sharing them with potential investors, with strong indemnification provisions to cover any losses if the information is leaked to competitors."

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Document background
The Indemnification In Non Disclosure Agreement is essential when parties need to share sensitive information while establishing clear liability frameworks. This U.S.-governed document is particularly valuable for high-stakes business relationships where standard NDAs may not provide sufficient protection. It combines confidentiality obligations with specific indemnification provisions, making it suitable for situations involving valuable trade secrets, proprietary technology, or sensitive business information where parties need additional security beyond basic confidentiality commitments.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including confidential information, trade secrets, and indemnification terms

4. Scope of Confidentiality: Definition of confidential information, permitted uses, and protection requirements

5. Indemnification Obligations: Specific indemnification terms, triggers, scope, and limitations

6. Term and Termination: Duration of the agreement and termination conditions

7. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution

Optional Sections

1. Industry-Specific Compliance: Additional provisions for regulated industries such as healthcare (HIPAA) or financial services

2. International Considerations: Cross-border data transfer and jurisdictional provisions for international parties

3. Insurance Requirements: Specific insurance coverage requirements for high-risk indemnification scenarios

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule B - Excluded Information: Information explicitly excluded from confidentiality obligations

3. Schedule C - Indemnification Procedures: Detailed procedures for making and handling indemnification claims

4. Schedule D - Insurance Requirements: Specific insurance coverage requirements and minimum limits if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Clauses






























Industries

Federal Trade Secrets Laws: Primary federal legislation including the Defend Trade Secrets Act (DTSA) of 2016 and Economic Espionage Act of 1996, which provide federal protection for trade secrets and confidential information

State Trade Secret Laws: State-level legislation including the Uniform Trade Secrets Act (UTSA) and state-specific variations that govern trade secret protection at the state level

Contract Law Principles: Fundamental contract law principles including common law rules, state-specific contract laws, and Statute of Frauds requirements that affect agreement formation and enforcement

Indemnification Laws: State-specific laws governing the enforceability of indemnification provisions, including anti-indemnification statutes and scope limitations

Public Policy Limitations: Legal restrictions and limitations on indemnification related to intentional wrongdoing, gross negligence, and other public policy concerns

Employment Law Considerations: Relevant employment laws including state-specific regulations, whistleblower protection laws, and employee rights that may affect confidentiality obligations

Securities Laws: SEC regulations and Sarbanes-Oxley Act requirements regarding confidentiality and disclosure in securities-related matters

Industry-Specific Regulations: Sector-specific regulations such as HIPAA for healthcare, financial services regulations, and other industry-specific confidentiality requirements that may affect the NDA

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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