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Advisory Board Confidentiality Agreement Generator for the USA

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Key Requirements PROMPT example:

Advisory Board Confidentiality Agreement

"I need an Advisory Board Confidentiality Agreement for a biotech startup that emphasizes IP protection, particularly around our gene therapy research, and includes strict non-competition provisions for a three-year term starting January 2025."

Document background
The Advisory Board Confidentiality Agreement is essential when organizations engage external experts as advisory board members who will have access to sensitive business information. This document ensures that confidential information, trade secrets, and intellectual property are protected under U.S. federal and state laws. The agreement typically outlines the scope of confidentiality, duration of obligations, and consequences of breach, while establishing clear guidelines for handling and returning confidential materials. It's particularly crucial for organizations sharing strategic plans, proprietary technology, or sensitive market information with their advisory board members.
Suggested Sections

1. Parties: Identification of the company and advisory board member

2. Background: Context of the advisory relationship and purpose of the agreement

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

4. Confidentiality Obligations: Core confidentiality provisions and restrictions on use

5. Term and Termination: Duration of confidentiality obligations and termination provisions

6. Return of Materials: Requirements for returning confidential materials upon termination

7. Governing Law: Applicable jurisdiction and choice of law

Optional Sections

1. Parties: Identification of the company and advisory board member

2. Background: Context of the advisory relationship and purpose of the agreement

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

4. Confidentiality Obligations: Core confidentiality provisions and restrictions on use

5. Term and Termination: Duration of confidentiality obligations and termination provisions

6. Return of Materials: Requirements for returning confidential materials upon termination

7. Governing Law: Applicable jurisdiction and choice of law

Suggested Schedules

1. Description of Advisory Services: Detailed scope of advisory role and responsibilities

2. List of Pre-Existing IP: Inventory of advisor's pre-existing intellectual property

3. Specific Categories of Confidential Information: Detailed list of types of confidential information covered

Authors

Alex Denne

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

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Industries

Federal 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

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

Securities Acts: The Securities Act of 1933 and Securities Exchange Act of 1934, along with Regulation FD, governing disclosure of material non-public information and insider trading prevention

Federal Intellectual Property Laws: Including Patent Act, Copyright Act, and trademark laws that protect various forms of intellectual property that might be disclosed to advisory board members

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation, including consideration requirements and restrictive covenants

Privacy Laws: Federal and state-specific privacy laws governing the protection and handling of personal and sensitive information

Restrictive Covenant Laws: State-specific laws governing non-compete and non-solicitation agreements, including their enforceability and duration limitations

Industry-Specific Regulations: Sector-specific regulations such as HIPAA for healthcare, Gramm-Leach-Bliley Act for financial services, and other industry-specific confidentiality requirements

State Enforcement Provisions: State-specific requirements regarding enforcement of confidentiality agreements, including remedies and jurisdiction considerations

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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