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Information Technology Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Information Technology Non Disclosure Agreement

"I need an Information Technology Non Disclosure Agreement to protect our proprietary cloud computing platform technology while working with an external development team in India, with special attention to source code protection and data security compliance."

Document background
The Information Technology Non Disclosure Agreement is essential when sharing sensitive technical information, source code, system specifications, or other IT-related intellectual property. This agreement, governed by U.S. federal and state laws, provides legal protection for companies sharing proprietary technology information with developers, consultants, or service providers. It includes specific provisions for digital assets, cybersecurity requirements, and technical specifications while ensuring compliance with relevant U.S. trade secret and data protection regulations.
Suggested Sections

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

2. Background: Context and purpose of the NDA, explaining the business relationship and reason for sharing confidential information

3. Definitions: Key terms including Confidential Information, Trade Secrets, Permitted Purpose, and other relevant definitions

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

5. Permitted Uses: Specific allowed uses of confidential information and restrictions on usage

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

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

Optional Sections

1. Data Protection Compliance: Specific provisions for compliance with data protection laws when handling personal data or EU data subjects

2. Source Code Protection: Special provisions for protecting software code and technical information

3. Security Requirements: Specific IT security measures required for protecting confidential information

4. Non-Solicitation: Provisions restricting hiring or soliciting employees between parties

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list and categories of information covered by the NDA

2. Schedule 2 - Security Requirements: Technical security requirements and standards for protecting confidential information

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data or regulated 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

Defend Trade Secrets Act (DTSA) 2016: Federal law providing protection for trade secrets and whistleblower immunity provisions that must be referenced in NDAs

Economic Espionage Act 1996: Federal criminal law establishing penalties for trade secret theft, crucial for defining the scope of protected information

Computer Fraud and Abuse Act (CFAA): Federal law protecting against unauthorized access to computer systems, particularly relevant for IT-specific confidential information

Uniform Trade Secrets Act (UTSA): State-level law adopted by most states defining trade secrets and misappropriation, with state-specific variations

State-specific NDA Regulations: Various state-level requirements for NDAs, including specific restrictions (e.g., California's limitations on non-compete clauses)

National Labor Relations Act: Federal law protecting employees' rights to discuss working conditions, which may limit the scope of confidentiality provisions

SEC Whistleblower Regulations: Federal securities regulations protecting whistleblowers and preventing restrictions on reporting securities violations

HIPAA: Federal healthcare privacy law with special requirements if the NDA covers protected health information

Gramm-Leach-Bliley Act: Federal law establishing privacy requirements for financial information and institutions

GDPR: European Union data protection regulation that must be considered if the NDA covers data of EU residents or operations in the EU

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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