The Confidentiality Agreement Wording is essential for businesses and individuals operating in the United States who need to protect sensitive information during business discussions, negotiations, or collaborations. This document establishes legally enforceable obligations to maintain confidentiality, typically used before sharing trade secrets, proprietary information, or sensitive business data. It combines federal protections under the Defend Trade Secrets Act with state-specific requirements to create comprehensive confidentiality protection.
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1. Parties: Identification of the disclosing and receiving parties, including legal names and addresses
2. Background: Brief context explaining why the agreement is being entered into
3. Definitions: Key terms used in the agreement, especially 'Confidential Information'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information
5. Obligations of Receiving Party: Core confidentiality obligations and permitted uses of information
6. Term and Termination: Duration of the agreement and termination provisions
7. Return of Confidential Information: Requirements for returning or destroying confidential information
8. Governing Law: Specification of applicable jurisdiction and law
1. Non-Solicitation: Prevents poaching of employees or customers - use when protecting business relationships is crucial
2. Non-Competition: Restricts competitive activities - use when sharing highly sensitive business information
3. Publicity: Controls public announcements about the relationship - use when public disclosure could impact either party
4. Insurance Requirements: Specifies required insurance coverage - use when sharing highly sensitive or valuable information
1. Schedule of Specific Confidential Information: Detailed list of specific confidential materials or information
2. Schedule of Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule of Security Protocols: Specific security measures required for handling information
4. Schedule of Excluded Information: List of information specifically excluded from confidentiality obligations
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Confidentiality Agreement Wording
A U.S.-governed legal agreement establishing confidentiality obligations between parties sharing sensitive information.
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