The IT Confidentiality Agreement is essential when parties need to share sensitive technical information, source code, system specifications, or other proprietary IT assets. This agreement is commonly used in the United States for software development projects, IT consulting engagements, system integration projects, and technology partnerships. It provides specific provisions for protecting digital assets, technical documentation, and intellectual property while ensuring compliance with federal and state trade secret laws. The agreement is particularly important given the increasing value of IT-related intellectual property and the risks associated with digital information sharing.
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Key Requirements PROMPT example:
It Confidentiality Agreement
"I need an IT Confidentiality Agreement to protect our proprietary software code and development methodology when working with an external consulting firm from March 2025, with specific provisions for cloud-based collaboration tools and remote access protocols."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms including Confidential Information, Trade Secrets, and other relevant definitions
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Uses: Specified allowed uses of confidential information and scope of permission
6. Term and Termination: Duration of the agreement and conditions for termination
7. Return of Information: Requirements for returning or destroying confidential information upon termination
1. Security Requirements: Specific IT security measures required for protecting confidential information
2. Data Privacy Compliance: Specific requirements for compliance with privacy laws and regulations
3. Source Code Protection: Special provisions for protecting software code and related intellectual property
4. Third Party Access: Rules and procedures for sharing confidential information with contractors or vendors
1. Schedule of Confidential Information: Detailed list of types of information covered by the agreement
2. Security Requirements Schedule: Technical specifications for security measures and protocols
3. Authorized Personnel List: List of individuals authorized to access confidential information
4. Data Processing Requirements: Specific requirements and procedures for handling and processing confidential data
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