Non Employee Confidentiality Agreement

Non Employee Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

"I need a Non Employee Confidentiality Agreement for a technology consultant who will be accessing our source code and customer database starting March 2025, with special emphasis on data protection and return of information provisions."

Document background

The Non-Employee Confidentiality Agreement serves as a critical tool for businesses operating in the United States that need to share sensitive information with external parties while maintaining legal protection. This document is essential when engaging consultants, contractors, vendors, or other non-employees who require access to proprietary information. It incorporates provisions required by federal and state trade secret laws, establishes clear confidentiality obligations, and provides remedies for unauthorized disclosure. The agreement is particularly important in today's business environment where external collaboration is common but data protection is paramount.

Suggested Sections

1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses

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

3. Definitions: Clear definition of confidential information, permitted purpose, and other key terms used in the agreement

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

6. Security Measures: Specific requirements for protecting and safeguarding confidential information

7. Term and Termination: Duration of the agreement and circumstances for termination

8. Return of Information: Requirements for returning or destroying confidential information upon termination

9. Remedies: Legal remedies available in case of breach, including injunctive relief

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Optional provisions preventing recipient from soliciting employees or customers of the disclosing party

2. Non-Competition: Optional restrictions on competitive activities during and after the agreement term

3. Whistleblower Provisions: Required notifications regarding whistleblower rights under federal law

4. Assignment: Provisions regarding the ability to transfer rights and obligations under the agreement

5. Insurance Requirements: Specific insurance requirements for protecting against loss or disclosure of confidential information

Suggested Schedules

1. Schedule A - Description of Confidential Information: Detailed list or categories of specific confidential information covered by the agreement

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

3. Schedule C - Security Protocols: Specific security measures and protocols required for protecting confidential information

4. Schedule D - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

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

Agreement
Effective Date
Party

Term
Disclosing Party

Confidential Information

Proprietary Information
Intellectual Property Rights

Clauses

Relevant Industries

Technology
Healthcare
Financial Services
Manufacturing
Professional Services

Relevant Teams

Legal
Human Resources
Information Technology
Research & Development
Procurement

Relevant Roles

External Consultant
Independent Contractor
Vendor Representative
Temporary Worker
Freelancer

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Non Employee Confidentiality Agreement Template for United States

Let's create your Non Employee Confidentiality Agreement