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NDA For Small Business Template for United States

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Key Requirements PROMPT example:

NDA For Small Business

"I need an NDA For Small Business to protect my software development company's trade secrets when hiring three new contractors in March 2025, with specific provisions for source code and client data protection."

Document background
An NDA For Small Business is essential when sharing sensitive business information with employees, contractors, or potential business partners. This document, designed for use in the United States, helps protect trade secrets, customer lists, business strategies, and other proprietary information. It incorporates requirements from the Defend Trade Secrets Act and state-specific trade secret laws, while remaining straightforward enough for small business implementation. The agreement is particularly crucial during hiring, business partnerships, or when engaging external services.
Suggested Sections

1. Parties: Identification of all parties entering into the NDA, including legal names and addresses

2. Background: Brief context explaining why the NDA is being entered into

3. Definitions: Clear definitions of key terms, especially 'Confidential Information'

4. Scope of Confidential Information: Detailed description of what information is considered confidential

5. Obligations of Receiving Party: Core confidentiality obligations and permitted uses of information

6. Term and Termination: Duration of the agreement and termination provisions

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

8. Governing Law: Specification of jurisdiction and applicable law

Optional Sections

1. Non-Solicitation: Optional clause to prevent poaching of employees/clients. Include when sharing sensitive business relationship information

2. Non-Competition: Optional clause to restrict competitive activities. Include when sharing business strategy or trade secrets

3. Security Measures: Optional clause specifying requirements for information protection. Include when dealing with highly sensitive data

4. Subcontractors: Optional clause defining rules for sharing information with subcontractors. Include when third-party access might be needed

Suggested Schedules

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

2. Schedule of Authorized Recipients: List of individuals authorized to access the confidential information

3. Security Protocols: Specific procedures 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

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Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows companies to file trade secret cases in federal courts

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft and provides protection against foreign economic espionage

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides framework for trade secret protection at state level, including definitions and remedies

National Labor Relations Act (NLRA): Federal law that protects employees' rights to discuss working conditions, which may impact NDA scope and enforcement

State Contract Laws: State-specific requirements for contract formation, consideration, and enforcement that affect NDA validity

Restrictive Covenant Laws: State-specific laws governing reasonable scope, duration, and geographic limitations of confidentiality agreements

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

Federal Rules of Evidence: Rules governing how confidential information must be treated in legal proceedings and requirements for maintaining trade secret status

Whistleblower Protection Laws: Federal and state laws protecting employees who report illegal activities from NDA enforcement

Statute of Frauds: State law requirements regarding which contracts must be in writing to be enforceable

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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