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It Confidentiality Agreements Template for United States

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Key Requirements PROMPT example:

It Confidentiality Agreements

"I need an IT Confidentiality Agreement for a cloud services vendor who will have access to our company's database systems and customer data starting March 2025; the agreement should include specific provisions for data encryption and breach notification requirements."

Document background
IT Confidentiality Agreements are essential legal instruments used to protect sensitive technical information, trade secrets, and proprietary technology in business relationships involving IT services or products. These agreements are particularly crucial in the United States, where they must comply with federal legislation such as the Defend Trade Secrets Act and various state laws governing data protection and trade secrets. The agreement typically covers detailed technical specifications, source code, system architecture, database designs, and other sensitive IT assets. It's commonly used when engaging with external IT service providers, during technology vendor relationships, in software development projects, or when granting system access to third parties. The document includes specific provisions for digital security protocols, data handling procedures, and breach notification requirements, making it distinct from standard NDAs.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company details

2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'IT Systems', 'Trade Secrets', and 'Technical Data'

4. Scope of Confidential Information: Specific description of what constitutes confidential information in the IT context, including software, algorithms, architecture, and data

5. Obligations of Receiving Party: Core confidentiality obligations, including security measures, access restrictions, and handling of IT assets

6. Permitted Uses and Disclosures: Specified purposes for which confidential information may be used and circumstances under which disclosure is permitted

7. Security Requirements: Specific IT security measures required for protecting confidential information, including digital security protocols

8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information, including digital data and backups

9. Term and Survival: Duration of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach, including specific remedies for digital information breaches

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Source Code Protection: Specific provisions for protecting source code when software development is involved

2. Cloud Services and Data Storage: Additional provisions for cloud-based services and data storage requirements

3. Third Party Access: Procedures for granting and monitoring third party access to systems and data

4. International Data Transfer: Provisions for cross-border data transfers when parties operate internationally

5. Employee and Contractor Requirements: Specific obligations regarding employees and contractors who will have access to confidential information

6. Audit Rights: Rights to audit compliance with security and confidentiality obligations

7. Data Privacy Compliance: Specific provisions for compliance with data privacy laws when personal data is involved

8. Intellectual Property Rights: Additional provisions regarding IP rights when development or creation of new IP is possible

9. Disaster Recovery: Requirements for disaster recovery and business continuity planning

10. Competition Restrictions: Non-compete provisions where allowed by law and relevant to the relationship

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information, systems, and data covered

2. Schedule 2 - Security Protocols: Detailed technical security requirements and protocols to be followed

3. Schedule 3 - Authorized Personnel: List of authorized personnel who may access confidential information

4. Schedule 4 - Data Handling Procedures: Specific procedures for handling different types of confidential data

5. Appendix A - Incident Response Plan: Procedures for responding to security incidents or data breaches

6. Appendix B - Compliance Checklist: Checklist of compliance requirements and security measures

7. Appendix C - Technical Systems Overview: Description of relevant technical systems and architecture covered by the agreement

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

Relevant legal definitions













































Clauses




























Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Professional Services

Education

Government & Public Sector

Research & Development

Defense

Retail

Media & Entertainment

Relevant Teams

Information Technology

Legal

Information Security

Software Development

Infrastructure

Cloud Operations

Data Management

Systems Integration

IT Procurement

Risk & Compliance

Technical Operations

Research & Development

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Systems Administrator

Network Security Engineer

Database Administrator

Cloud Solutions Architect

IT Project Manager

Information Security Officer

DevOps Engineer

IT Procurement Manager

Technical Lead

Data Protection Officer

IT Compliance Manager

Solutions Architect

Industries









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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