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Confidentiality And Impartiality Agreement Template for United States

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Key Requirements PROMPT example:

Confidentiality And Impartiality Agreement

"I need a Confidentiality and Impartiality Agreement for an external consultant who will be reviewing sensitive product development information and providing unbiased recommendations starting March 2025, with specific provisions for handling technical data and avoiding conflicts with our competitors."

Document background
The Confidentiality and Impartiality Agreement is essential in situations where parties require access to sensitive information while maintaining objectivity and independence. This document, governed by U.S. federal and state laws including the Trade Secrets Act and state-specific regulations, combines standard confidentiality provisions with specific impartiality obligations. It is particularly valuable for consultants, arbitrators, and service providers who must maintain both confidentiality and independent judgment in their professional activities.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidentiality Obligations: Core confidentiality requirements and restrictions

5. Impartiality Requirements: Obligations regarding unbiased conduct and conflict avoidance

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

7. Governing Law: Applicable jurisdiction and legal framework

Optional Sections

1. Industry-Specific Compliance: Additional requirements for regulated industries (healthcare, finance, etc.)

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

3. Digital Security Measures: Specific requirements for handling digital information and assets

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information covered by the agreement

2. Security Protocols: Specific procedures for handling confidential information

3. Authorized Personnel: List of individuals authorized to access 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

Trade Secrets Act: Federal law (18 U.S.C. ยง 1836) protecting trade secrets and confidential business information from misappropriation

Defend Trade Secrets Act (DTSA): 2016 federal law providing uniform federal protection for trade secrets and allowing companies to file civil lawsuits in federal court

Economic Espionage Act: 1996 federal law criminalizing the theft of trade secrets for the benefit of foreign entities or economic benefit of others

Freedom of Information Act (FOIA): Federal law governing public access to government records, with provisions for protecting confidential business information

Privacy Act: 1974 law establishing requirements for collection, maintenance, use, and dissemination of personal information maintained by federal agencies

Uniform Trade Secrets Act: Model law adopted by most states providing consistent state-level protection for trade secrets and confidential information

HIPAA: Health Insurance Portability and Accountability Act protecting confidentiality of medical information and health records

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to explain their information-sharing practices and protect sensitive data

FERPA: Family Educational Rights and Privacy Act protecting the privacy of student education records

National Labor Relations Act: Federal law protecting employees' rights and affecting how confidentiality agreements can be applied in employment contexts

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations of law from retaliation, which must be considered in confidentiality agreements

First Amendment: Constitutional protection of free speech rights that may impact the scope and enforceability 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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