Non Disclosure Letter

Non Disclosure Letter Template for United States

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Key Requirements PROMPT example:

"I need a Non Disclosure Letter to protect confidential information that will be shared with a potential investor during our Series A funding round, starting January 2025, with specific provisions for financial data and business strategy protection."

Document background

The Non Disclosure Letter serves as a crucial tool for protecting proprietary information in business relationships. It is commonly used when parties need to share sensitive information during business discussions, negotiations, or potential partnerships. Under U.S. law, this document creates legally enforceable obligations for the receiving party to maintain confidentiality and use the information only for specified purposes. The letter typically includes specific definitions of confidential information, permitted uses, duration, and obligations for information handling.

Suggested Sections

1. Sender and Recipient Details: Full legal names and addresses of both parties participating in the non-disclosure arrangement

2. Date: Effective date of the non-disclosure letter

3. Purpose Statement: Clear statement outlining the purpose and context for sharing confidential information

4. Definition of Confidential Information: Comprehensive description of what constitutes confidential information under this letter

5. Permitted Use: Specific terms outlining how the recipient may use the confidential information

6. Duration: Specification of the time period for which the confidentiality obligations remain in effect

7. Return or Destruction of Information: Requirements for handling confidential information after the arrangement ends

Optional Sections

1. Non-Solicitation Clause: Optional clause preventing recipient from soliciting employees or clients, used when sharing sensitive business relationship information

2. Jurisdictional Statement: Optional clause specifying governing law and jurisdiction, particularly relevant when parties are in different states or countries

3. Regulatory Compliance: Optional section addressing industry-specific compliance requirements for regulated information (e.g., HIPAA, GDPR)

Suggested Schedules

1. Schedule A - Project Description: Detailed description of the project or purpose for which confidential information is being shared

2. Schedule B - Authorized Recipients: List of named individuals or roles authorized to access the confidential information

3. Schedule C - Security Requirements: Specific security measures and protocols required for handling the confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Confidential Information
Disclosing Party

Proprietary Information
Intellectual Property
Affiliate

Business Day
Effective Date
Term

Clauses

Relevant Industries

Technology
Healthcare
Financial Services
Manufacturing
Professional Services

Relevant Teams

Legal
Business Development
Research & Development
Human Resources
Finance

Relevant Roles

Chief Executive Officer
Chief Technology Officer
Business Development Manager
Legal Counsel
Project Manager

Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing uniform federal protection for trade secrets, allowing companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act 1996: Federal criminal law that prohibits theft or misappropriation of trade secrets with the intent to benefit foreign powers or cause economic harm

Electronic Communications Privacy Act: Federal law protecting electronic communications from unauthorized access, relevant for digital confidential information

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, important for protecting digital confidential information

Uniform Trade Secrets Act: Model law adopted by most states providing consistent state-level protection for trade secrets and confidential information

National Labor Relations Act: Federal law protecting employees' rights, including limitations on overly broad confidentiality agreements

Whistleblower Protection Laws: Federal and state laws protecting employees who report illegal activities, requiring specific exclusions in NDAs

HIPAA: Health Insurance Portability and Accountability Act - Federal law protecting medical information privacy, crucial if healthcare data is involved

Gramm-Leach-Bliley Act: Federal law protecting consumer financial information privacy, essential if financial data is involved

GDPR Compliance: EU data protection regulation that may apply if the NDA covers European personal data or involves EU entities

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

Reasonable Scope Requirement: Legal principle requiring NDAs to have reasonable limitations in terms of scope to be enforceable

Duration Limitations: Legal requirement that confidentiality obligations must have reasonable time limitations to be enforceable

Geographic Limitations: Legal consideration requiring reasonable geographic boundaries for confidentiality obligations

Consideration Doctrine: Contract law principle requiring exchange of value for agreement to be legally binding

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