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Non Disclosure Agreement For Service Provider Template for United States

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Key Requirements PROMPT example:

Non Disclosure Agreement For Service Provider

"I need a Non Disclosure Agreement For Service Provider to protect our company's confidential information while working with an IT consulting firm that will be developing our new cloud infrastructure, starting January 2025."

Document background
The Non-Disclosure Agreement For Service Provider is essential when businesses need to share sensitive information with external service providers to facilitate service delivery. This agreement, governed by U.S. federal and state laws, establishes clear guidelines for handling confidential information, including trade secrets, proprietary data, and business strategies. It defines the scope of protected information, permitted uses, security requirements, and consequences of unauthorized disclosure. The document is particularly crucial in today's business environment where outsourcing and specialized service providers are common across industries.
Suggested Sections

1. Parties: Identification of the disclosing party and receiving party (service provider), including legal names and addresses

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Representatives', 'Permitted Purpose'

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

5. Permitted Uses: Specific authorized uses of confidential information

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

7. Return of Confidential Information: Obligations regarding return or destruction of confidential information

8. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Security Measures: Specific security protocols required for highly sensitive information or regulated industries

2. Non-Solicitation: Restrictions on hiring or soliciting employees, used when there's significant interaction with employees

3. Data Privacy Compliance: Specific data protection requirements for handling personal data or operating in regulated industries

4. Subcontractors: Terms for sharing information with subcontractors when service provider may need to involve third parties

Suggested Schedules

1. Description of Services: Detailed description of services being provided

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

3. Security Protocols: Detailed security measures and requirements for agreements involving sensitive data

4. Categories of Confidential Information: Specific types of confidential information covered

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 federal protection against economic espionage

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

National Labor Relations Act (NLRA): Federal law that protects employees' rights to discuss working conditions, affecting how NDAs can be structured regarding employee communications

State Contract Laws: State-specific laws governing contract formation, enforcement, consideration requirements, and reasonableness of restrictions

Copyright Act: Federal law protecting original works of authorship, which may overlap with confidential information in NDAs

Patent Act: Federal law protecting inventions and innovations, which may need to be considered in relation to confidential information

HIPAA: Healthcare privacy law that must be considered when drafting NDAs for healthcare service providers or those handling medical information

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

State Privacy Laws: Various state-specific privacy regulations that may affect how confidential information must be handled and protected

Whistleblower Protection Laws: Federal and state laws that protect individuals who report violations of law, which must be explicitly excluded from NDA restrictions

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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