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Consultant Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Consultant Confidentiality Agreement

"I need a Consultant Confidentiality Agreement for a software development consultant who will be working with our proprietary AI algorithms starting March 2025, with specific provisions for protecting source code and machine learning models."

Document background
The Consultant Confidentiality Agreement is essential when engaging external consultants who will have access to sensitive business information. This document, governed by U.S. law, including the Defend Trade Secrets Act and state-specific regulations, establishes clear guidelines for handling confidential information. It's particularly crucial in situations involving trade secrets, proprietary technology, customer data, or business strategies. The agreement defines what constitutes confidential information, sets terms for its use and protection, and outlines consequences for unauthorized disclosure.
Suggested Sections

1. Parties: Identifies the parties entering into the agreement, including legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information

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

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

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

Optional Sections

1. Security Measures: Specific security protocols required for handling confidential information when dealing with highly sensitive information or regulated industries

2. Intellectual Property Rights: Provisions regarding ownership and rights to intellectual property when confidential information includes IP or trade secrets

3. Data Privacy Compliance: Specific provisions for handling personal data when confidential information includes personal data or when GDPR compliance is needed

4. Subcontractors: Provisions regarding sharing of confidential information with subcontractors when consultant may need to involve third parties

Suggested Schedules

1. Description of Services: Detailed description of consulting services to be provided

2. Specific Confidential Information: Detailed list of specific confidential information covered

3. Security Protocols: Detailed security measures and procedures when specific security measures are required

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

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

Clauses

























Industries

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

Economic Espionage Act: Federal law that criminalizes the theft or misappropriation of trade secrets with the intent to benefit foreign powers or cause economic harm

Computer Fraud and Abuse Act: Federal law that addresses unauthorized access to protected computers and information systems, relevant for digital confidential information

Electronic Communications Privacy Act: Federal law governing the interception and monitoring of electronic communications, important for protecting digital confidential information

Uniform Trade Secrets Act: State-level legislation (adopted by most states with variations) that provides framework for trade secret protection and enforcement at the state level

IRS Independent Contractor Guidelines: Federal guidelines determining the classification of workers as independent contractors versus employees, crucial for consultant agreements

HIPAA: Health Insurance Portability and Accountability Act - Federal law protecting sensitive patient health information from disclosure without consent

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

GDPR Compliance: European Union regulation with extraterritorial effect that may apply if the consultant handles EU resident data

Contract Law Fundamentals: Basic principles including consideration, enforceability, reasonable scope and duration, and clear definition of terms

First Amendment Considerations: Constitutional protections that may limit the scope of confidentiality agreements, especially in matters of public concern

Common Law Duty of Loyalty: Legal principle requiring consultants to act in the best interest of their clients and protect confidential information

State-Specific Employment Laws: Various state laws governing employment relationships, non-disclosure agreements, and confidentiality provisions

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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