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Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Confidentiality Agreement

"I need a Confidentiality Agreement to protect proprietary software technology being shared with a potential investor during due diligence, with special provisions for source code protection and a two-year confidentiality period starting March 2025."

Document background
A Confidentiality Agreement is essential when parties need to share sensitive business or technical information while maintaining its secrecy. This document, governed by U.S. federal and state laws, is commonly used in business negotiations, employment relationships, and commercial transactions. It defines confidential information, establishes protection requirements, and provides legal remedies for unauthorized disclosure. The agreement should comply with federal trade secret laws, state-specific requirements, and relevant industry regulations.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

5. Term and Termination: Duration of agreement and termination provisions

6. Return of Information: Requirements for returning or destroying confidential information

7. Governing Law: Applicable jurisdiction and law

Optional Sections

1. Non-Solicitation: Provisions preventing solicitation of employees/customers - used in business-to-business relationships or employment contexts

2. Non-Competition: Restrictions on competitive activities - used in business transactions or employment relationships

3. Data Protection: Specific provisions for handling personal data - required when personal data is involved

4. Specific Industry Requirements: Industry-specific confidentiality requirements for regulated industries like healthcare or financial services

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of confidential information covered

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Protocols: Specific security measures required for protecting 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

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Industries

Federal Trade Secrets Laws: Key federal statutes including the Defend Trade Secrets Act (DTSA) of 2016 and Economic Espionage Act of 1996 that provide federal protection for trade secrets and confidential information

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

Employment Laws: Federal and state employment regulations including Fair Labor Standards Act (FLSA) and National Labor Relations Act (NLRA) that impact confidentiality obligations in employment relationships

Whistleblower Protection Laws: Federal and state statutes protecting whistleblowers, including immunity provisions under the Defend Trade Secrets Act that must be acknowledged in confidentiality agreements

Contract Law Principles: Common law principles and state-specific contract laws governing formation, consideration, and enforceability of confidentiality agreements

Industry-Specific Regulations: Sector-specific privacy and confidentiality requirements such as HIPAA for healthcare and Gramm-Leach-Bliley Act for financial information

Intellectual Property Laws: Federal and state intellectual property laws including Patent Act and Copyright Act that may intersect with confidential information protection

Statute of Limitations: State and federal time limitations for bringing legal actions related to breach of confidentiality agreements

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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