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NDA Product Template for United States

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Key Requirements PROMPT example:

NDA Product

"I need a Product NDA to protect our new software product while sharing details with a potential manufacturer in California, ensuring strict confidentiality of our source code and development process for an initial period of 3 years starting March 2025."

Document background
The Product NDA is essential when companies need to share sensitive product-related information with third parties while maintaining confidentiality. This specialized type of NDA, governed by U.S. federal and state laws, is commonly used during product development, manufacturing negotiations, potential partnerships, or investment discussions. The Product NDA specifically addresses unique aspects of product protection, including physical specifications, design elements, manufacturing processes, and related intellectual property.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context of the disclosure and relationship between parties

3. Definitions: Key terms including Confidential Information, Product, and Permitted Purpose

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure

5. Permitted Use: Scope of allowed use of confidential information

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

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

Optional Sections

1. Employee/Contractor Provisions: Additional provisions if agreement covers employees/contractors - use when receiving party will need to share information with employees

2. Product-Specific Protections: Special provisions for product-related information - use when specific product features or designs need additional protection

3. Export Control: Provisions regarding international transfer of information - use when information might cross international borders

Suggested Schedules

1. Product Description: Detailed description of product(s) covered by the NDA

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

3. Security Protocols: Specific security measures required for information protection

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): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows companies to file trade secret cases directly in federal courts

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft, particularly focusing on foreign economic espionage and trade secret theft intended to benefit foreign powers

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides a legal framework for trade secret protection at the state level, including definitions, remedies, and statute of limitations

Patent Act: Federal legislation governing patent rights and protection, relevant when NDAs involve potentially patentable innovations or technologies

Copyright Act: Federal law protecting original works of authorship, important when NDAs cover software, documentation, or creative content

State Contract Laws: State-specific laws governing contract formation, consideration, enforcement, and remedies that affect the validity and enforceability of NDAs

State Employment Laws: State-specific regulations governing employment relationships, including restrictions on non-compete agreements and worker mobility rights

Statute of Limitations: Time limits set by federal and state laws for bringing legal action in case of NDA violations

Industry Regulations: Specific regulatory requirements from bodies like FDA, FTC, or industry-specific regulators that may affect what information can be protected and how

Data Protection Laws: Federal and state regulations governing data privacy, cybersecurity, and industry-specific data protection requirements that affect how confidential information must be handled

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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