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It Confidentiality Agreement Template for United States

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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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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Industries

Trade Secrets Act: Federal law (18 U.S.C. ยง 1836) protecting trade secrets and providing legal framework for their protection

Defend Trade Secrets Act (DTSA): 2016 federal law providing uniform federal civil remedy for trade secret misappropriation, including ex parte seizure provisions

Computer Fraud and Abuse Act (CFAA): Federal law addressing unauthorized access to computers and networks, crucial for IT confidentiality agreements

Economic Espionage Act: 1996 federal law criminalizing trade secret theft, particularly relevant for protecting proprietary IT information

Electronic Communications Privacy Act: Federal law governing the privacy of electronic communications, including stored data and communications

Uniform Trade Secrets Act: Model law adopted by most states providing consistent state-level protection for trade secrets

HIPAA: Healthcare Insurance Portability and Accountability Act - Critical if agreement involves healthcare data or systems

GLBA: Gramm-Leach-Bliley Act - Relevant for agreements involving financial data or institutions

GDPR Compliance: EU regulation that may impact US companies handling European data, requiring specific confidentiality measures

CCPA: California Consumer Privacy Act - Important for agreements involving California residents' data

Contract Law Fundamentals: Basic principles of contract formation including offer, acceptance, and consideration

Employment Law Considerations: Including at-will employment implications, whistleblower protections, and employee rights

State Data Protection Laws: Various state-specific regulations governing data protection and privacy requirements

Enforceability Requirements: Legal principles ensuring the agreement is reasonable in scope, duration, and geographic limitations

Whistleblower Protections: Federal and state laws protecting employees who report violations to authorities, which cannot be overridden by confidentiality agreements

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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