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Non Disclosure Waiver Template for United States

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Key Requirements PROMPT example:

Non Disclosure Waiver

"I need a Non Disclosure Waiver to allow our technology partner to share specific aspects of our proprietary software with their development team until March 2025, while maintaining confidentiality of our customer data and pricing information."

Document background
The Non-Disclosure Waiver serves as a crucial legal instrument when circumstances require the modification of existing confidentiality obligations. This document becomes necessary when business needs, regulatory requirements, or other legitimate purposes require the disclosure of information previously protected under an NDA. Common in U.S. business transactions, the waiver can be tailored to specific information or time periods while maintaining protection for other confidential information. It must comply with federal trade secret laws and state-specific requirements to ensure enforceability.
Suggested Sections

1. Parties: Identification of the parties waiving and receiving the waiver

2. Background: Context of the original NDA and reasons for the waiver

3. Definitions: Key terms used in the waiver document

4. Scope of Waiver: Specific provisions of the NDA being waived

5. Duration: Time period for which the waiver applies

6. Remaining Obligations: Any confidentiality obligations that remain in effect

Optional Sections

1. Limited Purpose: Specific circumstances under which the waiver applies (used when the waiver is for a specific purpose only)

2. Third Party Rights: Rights of third parties affected by the waiver (used when third parties are involved in the confidential information)

3. Regulatory Compliance: Specific regulatory requirements being addressed (used when the waiver is required for regulatory compliance)

Suggested Schedules

1. Original NDA Reference: Copy or summary of the original NDA being waived

2. Specific Information Schedule: Details of specific confidential information covered by the waiver

3. Authorization Schedule: Any required corporate or regulatory authorizations

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

Clauses




















Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides a federal cause of action for trade secret misappropriation and establishes uniform standards for trade secret protection

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

Freedom of Information Act (FOIA): Federal law that requires disclosure of government information while protecting confidential business information and trade secrets

Securities Exchange Act: Federal law governing securities trading and disclosure requirements for publicly traded companies, including protection of material non-public information

Uniform Trade Secrets Act: State-level legislation (adopted by most states with variations) that provides a legal framework for trade secret protection and enforcement

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation, including requirements for valid contracts and remedies

HIPAA: Health Insurance Portability and Accountability Act - Federal law protecting confidential health information and establishing privacy standards

GLBA: Gramm-Leach-Bliley Act - Federal law requiring financial institutions to protect customers' private information

FERPA: Family Educational Rights and Privacy Act - Federal law protecting the privacy of student education records

Whistleblower Protection Laws: Federal and state statutes protecting individuals who report violations of law from retaliation, including provisions in Dodd-Frank and Sarbanes-Oxley Acts

Contract Formation Elements: Legal requirements for valid contracts including offer, acceptance, consideration, capacity, and legal purpose

Employment At-Will Doctrine: Legal principle allowing employment termination by either party at any time, subject to exceptions and contractual modifications

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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