This Non-Disclosure Agreement Termination Clause is essential when parties wish to formally end their confidentiality obligations while ensuring proper protection of disclosed information. It becomes necessary when business relationships conclude, projects end, or circumstances change that warrant the termination of the original NDA. The document, designed for use in the United States, carefully balances the termination of immediate confidentiality obligations with the need to maintain certain protections for sensitive information. It incorporates requirements from both federal and state trade secret laws, including the Uniform Trade Secrets Act and the Defend Trade Secrets Act. The clause is particularly important in situations involving sensitive intellectual property, trade secrets, or proprietary information where parties need to clearly document the end of their confidentiality relationship while maintaining specific surviving obligations.
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1. Parties: Identification of all parties to the original NDA and termination agreement
2. Background: Reference to the original NDA, its effective date, and reason for termination
3. Definitions: Key terms used in the termination agreement, including references to definitions in the original NDA
4. Termination Date: Specific date when the NDA terminates and immediate effects of termination
5. Return of Confidential Information: Requirements and timeframe for return or destruction of confidential information
6. Certification of Compliance: Requirement for written certification that all confidential information has been returned or destroyed
7. Surviving Obligations: Specific obligations that continue after termination and their duration
8. Release and Waiver: Mutual release of claims related to the NDA, subject to surviving obligations
9. Governing Law: Confirmation of applicable law and jurisdiction
10. Entire Agreement: Statement that this represents the complete agreement regarding termination
1. Third Party Rights: Include when the original NDA involved third party beneficiaries or disclosed third party information
2. International Provisions: Include when parties are in different jurisdictions or international law applies
3. Industry-Specific Provisions: Include when specific industry regulations require additional termination procedures
4. Related Agreements: Include when termination affects other related agreements or contracts
5. Dispute Resolution: Include when parties want to specify particular dispute resolution procedures for termination-related issues
6. Regulatory Compliance: Include when specific regulatory notifications or compliance measures are required upon termination
1. Schedule A - Confidential Information Register: List of all confidential information exchanged under the NDA that must be returned or destroyed
2. Schedule B - Destruction Procedures: Detailed procedures for destroying different types of confidential information
3. Schedule C - Surviving Obligations: Detailed list of specific obligations that survive termination and their respective durations
4. Appendix 1 - Certification Form: Template for certifying return or destruction of confidential information
5. Appendix 2 - Original NDA: Copy of the original NDA being terminated for reference
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