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Standard NDA

Standard NDA Template for United States

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Key Requirements PROMPT example:

Standard NDA

"I need a Standard NDA to protect proprietary software development information that will be shared with an external consulting firm during a three-month project starting March 2025, with specific provisions for source code protection and return of materials."

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Document background
A Standard NDA is essential when parties need to share sensitive business or technical information while maintaining confidentiality. This document, governed by U.S. federal and state laws, provides legal protection for trade secrets, proprietary information, and other confidential data. It's commonly used in business negotiations, employment relationships, and commercial transactions where protecting sensitive information is crucial. The agreement defines what constitutes confidential information, establishes handling procedures, and specifies remedies for unauthorized disclosure.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the NDA

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

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

5. Permitted Uses: Allowed uses of confidential information

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

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

Optional Sections

1. Non-Solicitation: Prevents poaching employees/clients. Include when protecting business relationships is critical

2. Non-Competition: Restricts competitive activities. Include when sharing highly sensitive business information

3. Specific Industry Compliance: Industry-specific requirements. Include when dealing with regulated industries like healthcare or financial services

Suggested Schedules

1. Description of Confidential Information: Detailed list of specific confidential information covered

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

3. Security Protocols: Specific security measures required for information protection

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

alex.den.21@genieai.co
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Industries

Federal Trade Secrets Laws: Primary federal legislation including the Defend Trade Secrets Act (DTSA) of 2016 and Economic Espionage Act of 1996, which provide federal protection for trade secrets and confidential information

State Trade Secret Laws: State-level protections including the Uniform Trade Secrets Act (UTSA) and state-specific variations that govern trade secret protection at the state level

Employment Law Considerations: Employment-related legal requirements including state-specific employment laws, restrictions on employee mobility, whistleblower protection laws, and public policy exceptions

Contract Law Fundamentals: Basic contract law requirements including state contract formation requirements, consideration requirements, and enforceability standards

Industry Regulations: Sector-specific confidentiality requirements including HIPAA for healthcare, financial regulations, and other industry-specific compliance requirements

Duration and Geographic Scope: Legal considerations regarding reasonable time limitations, geographic restrictions, and appropriate scope of confidential information protection

Remedies and Enforcement: Legal remedies available for breach of NDA, including injunctive relief provisions and damage calculations

Securities Laws: Federal and state securities laws considerations, particularly relevant for publicly traded companies and insider trading prevention

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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