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Basic NDA Template for United States

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Key Requirements PROMPT example:

Basic NDA

"I need a Basic NDA for a potential business partnership with a software development company, where we'll be sharing product roadmaps and technical specifications, starting from March 2025."

Document background
The Basic NDA is a foundational legal document used when parties need to share sensitive information while ensuring its confidentiality. This agreement, governed by United States federal and state laws, establishes clear obligations for protecting confidential information, defines permitted uses, and outlines consequences of unauthorized disclosure. It's particularly useful in initial business discussions, potential partnerships, or employment relationships where proprietary information needs protection.
Suggested Sections

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

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

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

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

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

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

7. Return of Information: Requirements for returning or destroying confidential information upon termination or request

8. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Optional clause preventing poaching of employees or clients, typically used when sharing sensitive business relationship information

2. Non-Competition: Optional clause restricting competitive activities, used when sharing highly sensitive business information or trade secrets

3. Residual Knowledge: Optional clause addressing use of remembered information, particularly relevant in technology or creative industry NDAs

4. Data Protection: Optional clause addressing specific requirements for handling personal data, used when confidential information includes personal information

Suggested Schedules

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

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

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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 enacted in 2016 that provides a federal cause of action for trade secret misappropriation and establishes uniform standards for trade secret protection

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

Federal Rules of Evidence: Rules governing confidentiality and admissibility of evidence in federal courts, particularly relevant for enforcement of NDAs

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

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

National Labor Relations Act: Federal law protecting employees' rights, which may impact NDAs in employment contexts

Whistleblower Protection Laws: Federal and state laws that protect individuals who report violations of law, which may override NDA provisions

Contract Formation Requirements: Legal principles requiring consideration, mutual intent, and capacity for valid contract formation

Securities Laws: Federal and state regulations governing disclosure and confidentiality requirements for public companies

Privacy Laws: Federal and state laws protecting personal data and governing its confidential treatment

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

Public Policy Exceptions: Legal doctrine that may void NDA provisions that violate public policy or restrict legally protected activities

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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