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Proprietary Information Exchange Agreement Generator for the USA

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Key Requirements PROMPT example:

Proprietary Information Exchange Agreement

"Need a Proprietary Information Exchange Agreement for sharing sensitive technology designs with a manufacturing partner in California, with specific provisions for protecting software source code and hardware specifications, to be effective from March 2025."

Document background
A Proprietary Information Exchange Agreement is essential when parties need to share sensitive business information while ensuring legal protection. This document, governed by U.S. federal and state laws, defines what constitutes confidential information, establishes handling procedures, and outlines remedies for unauthorized disclosure. It's particularly crucial for business negotiations, joint ventures, and collaborative projects where proprietary information needs to be shared while maintaining legal safeguards.
Suggested Sections

1. Parties: Identification of all parties exchanging proprietary information

2. Background: Context and purpose of the information exchange

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

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

5. Permitted Disclosures: Circumstances under which information may be shared

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

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

8. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Export Control: Provisions required when international parties are involved or when information may be subject to export control regulations

2. Data Protection: Specific provisions for handling personal data and compliance with data protection laws

3. Intellectual Property: Provisions regarding IP rights and protection of patents, copyrights, and other intellectual property

4. Non-Solicitation: Restrictions on hiring other party's employees or engaging in competitive activities

Suggested Schedules

1. Schedule A - Description of Confidential Information: Detailed list and categories of 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 procedures and requirements for handling and protecting confidential information

4. Schedule D - Excluded Information: List of information specifically excluded from confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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 from 2016 that provides uniform federal protection for trade secrets and allows companies to file trade secret cases directly in federal courts

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft and economic espionage

Freedom of Information Act: Federal law that requires disclosure of government records, relevant if any party is a government entity

Whistleblower Protection Acts: Federal laws that protect employees who report violations of law, requiring specific carve-outs in confidentiality agreements

Securities Exchange Act: Federal law governing securities trading and disclosure requirements for publicly traded companies

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

HIPAA: Health Insurance Portability and Accountability Act - Federal law governing protection of healthcare information

FERPA: Family Educational Rights and Privacy Act - Federal law protecting confidentiality of educational records

GLBA: Gramm-Leach-Bliley Act - Federal law governing protection of financial information

Export Control Laws: Federal regulations controlling the export of sensitive information and technology to foreign parties

Contract Formation Requirements: Common law principles governing valid contract creation including offer, acceptance, and consideration

State Trade Secret Laws: State-specific variations on trade secret protection that may supplement or differ from federal law

State Employment Laws: State-specific regulations governing employment relationships and restrictions on employee confidentiality obligations

Patent Laws: Federal laws governing protection of inventions and innovations that may intersect with confidential information

Copyright Laws: Federal laws protecting original works of authorship that may be included in confidential materials

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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