The Simple NDA is designed for situations where parties need to share sensitive information while ensuring legal protection under U.S. jurisdiction. This document is commonly used in business negotiations, employment relationships, and professional services engagements. It includes standard confidentiality provisions, defines the scope of protected information, and outlines the obligations of the receiving party. The Simple NDA format is particularly suitable for straightforward business relationships where comprehensive confidentiality protection is needed without complex additional provisions.
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1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information'
4. Confidentiality Obligations: Core obligations regarding protection of confidential information
5. Term and Termination: Duration of the agreement and termination provisions
6. Return of Confidential Information: Obligations upon termination regarding confidential materials
1. Non-Solicitation: Optional clause used when protecting against employee or customer poaching in business-to-business contexts
2. Non-Competition: Optional clause for restrictions on competitive activities, when permitted by state law and necessary for business protection
3. Specific Exclusions: Optional section listing explicit exceptions to confidential information when certain information needs specific exclusion
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
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