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Non Disclosure Non Circumvention Agreement Template for United States

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Key Requirements PROMPT example:

Non Disclosure Non Circumvention Agreement

"I need a Non Disclosure Non Circumvention Agreement to protect confidential information and business relationships while exploring a potential joint venture with a software development company in California, with the agreement to be effective from March 1, 2025."

Document background
The Non Disclosure Non Circumvention Agreement is essential in business negotiations and transactions where parties need to share sensitive information while protecting their business relationships. This document, governed by U.S. federal and state laws, combines traditional confidentiality provisions with specific clauses preventing parties from bypassing each other to directly engage with their business contacts, customers, or suppliers. It's particularly crucial in merger and acquisition discussions, joint ventures, and business opportunity discussions where both information security and relationship protection are paramount.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including legal names and addresses

2. Background: Context of the agreement and reason for entering into it

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information' and 'Circumvention'

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

5. Non-Circumvention Provisions: Obligations not to bypass or circumvent the disclosing party in business dealings

6. Term and Termination: Duration of the agreement and conditions for termination

7. Remedies: Available remedies in case of breach, including injunctive relief

Optional Sections

1. Return of Confidential Information: Procedures for returning or destroying confidential information when physical or electronic documents are shared

2. Permitted Disclosures: Circumstances under which confidential information may be disclosed, such as to employees or regulators

3. Non-Solicitation: Prohibition on soliciting employees or customers, used when protecting business relationships is crucial

4. Data Protection: Specific provisions regarding personal data handling when personal data is involved in the disclosure

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of specific confidential information covered

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

3. Security Procedures: Specific procedures for handling and protecting confidential information

4. Permitted Purpose: Detailed description of the permitted use of confidential information

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 civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law from 1996 that criminalizes the theft of trade secrets for the benefit of foreign entities or economic benefit of others

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

State Contract Laws: State-specific laws governing contract formation, consideration, enforceability, and remedies that affect how NDAs are interpreted and enforced

State Employment Laws: State-specific regulations regarding non-compete agreements, whistleblower protections, and employee mobility rights

Copyright Act: Federal law protecting original works of authorship, which may be relevant when NDAs cover copyrighted materials

Patent Act: Federal law governing patent rights and protection, relevant when NDAs involve patented or potentially patentable information

Lanham Act: Federal trademark law that may be relevant when NDAs cover trademark-related information or brand secrets

Securities Laws: Federal regulations governing publicly traded companies and material non-public information, including SEC requirements

Antitrust Laws: Federal laws (Sherman Act, Clayton Act, FTC Act) preventing anti-competitive practices that may affect non-circumvention provisions

Statute of Limitations: State-specific time limits for bringing legal action on breach of NDA/NCND agreements

Industry Regulations: Sector-specific regulations such as HIPAA for healthcare, financial services regulations, and government contracting requirements

International Trade Laws: Regulations governing international trade, foreign corrupt practices, and international intellectual property protection that may affect cross-border NDAs

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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