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NDA Settlement Template for United States

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Key Requirements PROMPT example:

NDA Settlement

"Need an NDA Settlement Agreement to resolve a dispute with a former employee who shared our client list with competitors, including a $50,000 settlement payment and ongoing confidentiality obligations through January 2025."

Document background
The NDA Settlement Agreement is utilized when parties need to resolve disputes arising from actual or alleged breaches of confidentiality obligations while maintaining future protection of sensitive information. This document type is particularly relevant in cases where there has been a claimed violation of an existing NDA but parties wish to avoid litigation. The agreement typically includes settlement terms, releases of claims, and renewed confidentiality provisions, all while ensuring compliance with U.S. federal and state laws governing trade secrets and confidential information.
Suggested Sections

1. Parties: Identification of all parties involved in the settlement

2. Background/Recitals: Context of the dispute and reason for settlement

3. Definitions: Key terms used throughout the agreement including confidential information, trade secrets, and settlement terms

4. Settlement Terms: Core terms of the settlement including any payments or actions required

5. Confidentiality Obligations: Specific confidentiality requirements going forward and compliance with trade secret laws

6. Release of Claims: Mutual release of claims related to the dispute

7. Governing Law: Jurisdiction and applicable law, including federal and state trade secret provisions

Optional Sections

1. Non-Disparagement: Prevents parties from making negative statements about each other, used when reputation protection is important

2. Return of Materials: Requirements for returning confidential information and verification process

3. Future Cooperation: Terms for how parties will interact in the future and any ongoing obligations

4. Remedies for Breach: Specific consequences for violating the agreement, including injunctive relief and damages

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of information covered by the NDA and trade secret classifications

2. Schedule of Settlement Payments: Payment terms and schedule if applicable

3. Form of Release: Standard release language to be signed by all parties

4. Return/Destruction Certificate: Template for confirming return/destruction of confidential materials

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 federal protection for trade secrets and establishes standards for trade secret misappropriation cases

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft and provides enforcement provisions relevant to NDAs

National Labor Relations Act: Federal employment law that must be considered to ensure NDA provisions don't violate employee rights to discuss working conditions

EEOC Regulations: Federal regulations ensuring NDA provisions don't interfere with employee rights to file discrimination complaints

Whistleblower Protection Laws: Federal and state laws that protect employees' rights to report illegal activities to government authorities despite NDAs

Uniform Trade Secrets Act: Model law adopted by most states that provides framework for trade secret protection and enforcement

State Contract Laws: State-specific requirements for contract formation, consideration, and enforceability that vary by jurisdiction

State NDA Restrictions: State-specific limitations on NDAs, such as California's restrictions on non-compete clauses

Severability Provisions: Legal requirement to include provisions that maintain contract validity even if certain portions are found unenforceable

Choice of Law/Jurisdiction: Legal considerations for specifying which state's laws govern the agreement and where disputes will be resolved

Statute of Limitations: Time limits for bringing legal actions under the agreement, which vary by state and type of claim

Confidentiality Scope: Legal requirements for clearly defining what information is considered confidential and protected under the agreement

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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