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Business To Business NDA Template for United States

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Business To Business NDA

"I need a Business To Business NDA to protect our proprietary software development methodology when sharing it with a manufacturing partner in California, with special emphasis on protecting our AI algorithms and ensuring information is returned within 30 days of termination."

What is a Business To Business NDA?

The Business To Business NDA is essential when companies need to share confidential information during business discussions, partnerships, or potential transactions. This agreement, governed by U.S. federal and state laws, defines what constitutes confidential information, establishes protection requirements, and outlines consequences of unauthorized disclosure. It's particularly crucial for protecting trade secrets, intellectual property, and sensitive business data when exploring commercial relationships, joint ventures, or service agreements.

What sections should be included in a Business To Business NDA?

1. Parties: Identification and details 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: Authorized uses of confidential information

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

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

What sections are optional to include in a Business To Business NDA?

1. Non-Solicitation: Additional clause to prevent poaching of employees or clients, used when sharing information about personnel or customer relationships

2. Non-Competition: Additional restrictions on competitive activities, used when sharing highly sensitive business information

3. Residual Rights: Provisions regarding retained knowledge, used when receiving party needs flexibility for future operations

What schedules should be included in a Business To Business NDA?

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

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

3. Security Protocols: Specific procedures and requirements for handling confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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) 2016: Federal law providing uniform protection for trade secrets across the US, including definitions of trade secrets and remedies for misappropriation

Economic Espionage Act: Federal criminal law that prohibits trade secret theft and economic espionage, providing criminal penalties for violations

Freedom of Information Act: Federal law requiring disclosure of government information, relevant if one party is a government contractor

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides consistent state-level protection for trade secrets and defines misappropriation

State Contract Laws: State-specific laws governing contract formation, enforcement, consideration requirements, statutes of limitations, and remedies for breach

Common Law Contract Principles: Legal principles developed through court decisions covering contract formation, reasonableness of restrictions, and consideration requirements

Industry-Specific Regulations: Sector-specific requirements such as HIPAA for healthcare or GLBA for financial services that may affect confidentiality obligations

Blue Pencil Doctrine: Legal principle allowing courts to modify or remove unreasonable contract provisions while keeping the rest of the agreement intact

Duty of Good Faith and Fair Dealing: Implied covenant in all contracts requiring parties to act honestly and fairly in contract performance and enforcement

Third-Party Disclosure Rules: Legal principles governing when and how confidential information can be shared with third parties and the obligations of those parties

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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