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Non Disclosure Agreement Between Partners Template for United States

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Key Requirements PROMPT example:

Non Disclosure Agreement Between Partners

"I need a Non Disclosure Agreement Between Partners for a new technology joint venture between my software company and a hardware manufacturer, with specific protection for source code and manufacturing processes, to be effective from March 2025."

Document background
The Non Disclosure Agreement Between Partners is essential when two or more parties plan to engage in business activities requiring the exchange of sensitive information. This U.S.-governed document is commonly used in situations where partners need to share trade secrets, proprietary information, business strategies, or other confidential data while maintaining legal protection. It's particularly relevant for business partnerships, joint ventures, and strategic alliances where mutual trust and confidentiality are paramount to success.
Suggested Sections

1. Parties: Identification and details of all parties entering into the NDA

2. Background: Context and purpose of the NDA

3. Definitions: Key terms used in the agreement, including 'Confidential Information'

4. Confidentiality Obligations: Core obligations regarding handling and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

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

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

8. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution

Optional Sections

1. Residual Rights: Provisions regarding information retained in unaided memory, typically used when dealing with professional service providers or consultants

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when sharing sensitive business relationship information

3. Non-Competition: Restrictions on competing activities, relevant when sharing business strategy or trade secrets

4. Remedies: Specific remedies available in case of breach, including injunctive relief

Suggested Schedules

1. Schedule A - Description of Confidential Information: Detailed list or categories of protected information

2. Schedule B - Authorized Representatives: List of individuals authorized to receive confidential information

3. Schedule C - Security Procedures: 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) 2016: Federal law that provides uniform standards for trade secret protection across the US, including definitions of trade secrets and remedies for misappropriation

Economic Espionage Act: Federal law that criminalizes the theft of trade secrets, particularly relevant for protecting confidential business information

Securities Exchange Act: Federal law governing securities trading and material non-public information disclosure requirements

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides framework for trade secret protection at state level, with state-specific variations

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Statutes of Limitations: State-specific time limits for bringing legal actions related to NDA breaches

Employment Laws: State-specific regulations affecting NDAs when partners are also employees

Contract Law Fundamentals: Basic principles including consideration, offer, acceptance required for valid contract formation

Reasonable Restrictions Requirement: Legal principle requiring NDAs to have reasonable scope, duration, and geographic limitations

Enforceability Standards: Legal requirements for making NDAs enforceable, including clarity of terms and reasonable provisions

SEC Regulations: Federal securities regulations affecting disclosure and confidentiality requirements

Industry-Specific Regulations: Sector-specific rules and requirements that may affect confidentiality obligations

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations to government agencies, which may override NDA 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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