This Perpetual NDA is designed for situations where parties need to ensure indefinite protection of confidential information and trade secrets in the United States. It is particularly valuable for businesses sharing highly sensitive proprietary information, trade secrets, or intellectual property that requires protection beyond a standard time-limited NDA. The agreement complies with federal regulations including the Defend Trade Secrets Act and state-specific trade secret laws, incorporating necessary whistleblower provisions and immunity notices. This document type is commonly used in strategic partnerships, research and development collaborations, manufacturing relationships, and other business arrangements where the confidential information shared has long-term value that needs protection even after the business relationship ends.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the relationship between parties and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Representatives', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Security Measures: Required procedures and systems for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon request or termination
9. Exceptions to Confidentiality: Standard exclusions such as public domain information and independently developed information
10. Duration and Survival: Establishment of the perpetual nature of obligations and any specific provisions that may terminate
11. Remedies: Rights and remedies in case of breach, including injunctive relief
12. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Whistleblower Protection: Required for US agreements to comply with Defend Trade Secrets Act, providing immunity notice for trade secret disclosure in specific circumstances
2. Data Privacy Compliance: Include when confidential information may include personal data subject to privacy laws
3. Export Control: Required when confidential information may be subject to export control regulations
4. Non-Solicitation: Optional protection against soliciting employees or customers, if relevant to the business relationship
5. Audit Rights: Include when regular verification of compliance with security measures is desired
6. Insurance Requirements: Include when parties want to ensure coverage for potential confidentiality breaches
1. Schedule A - Description of Purpose: Detailed description of the business purpose or relationship necessitating the NDA
2. Schedule B - Security Protocols: Specific security measures and procedures required for protecting confidential information
3. Schedule C - Authorized Representatives: List of individuals or roles authorized to receive confidential information
4. Schedule D - Special Categories of Confidential Information: Identification of particularly sensitive information requiring additional protection measures
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