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Standard NDA Terms Template for United States

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Key Requirements PROMPT example:

Standard NDA Terms

"I need Standard NDA Terms for a technology startup sharing sensitive product development information with potential investors, with specific provisions for protecting our AI algorithms and data processing methods."

Document background
Standard NDA Terms are essential when businesses or individuals need to share sensitive information while ensuring legal protection. This document type is commonly used across various industries in the United States, providing a framework for confidentiality obligations. The Standard NDA Terms include provisions for defining confidential information, establishing handling procedures, and outlining remedies for breach. It's particularly relevant when engaging in business discussions, negotiations, or collaborative projects where proprietary information needs protection.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including legal names and addresses

2. Background: Context of the agreement and purpose for sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Obligations of Receiving Party: Core confidentiality obligations and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be shared

7. Term and Termination: Duration of the agreement and confidentiality obligations

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

Optional Sections

1. Non-Solicitation: Optional clause to prevent poaching of employees/clients when sharing information about personnel or customer relationships

2. Non-Competition: Optional clause to restrict competitive activities when sharing business strategy or market-sensitive information

3. Data Protection: Optional provisions for handling personal data when personal data is involved or GDPR compliance is needed

4. Residual Knowledge: Optional clause addressing handling of information retained in memory, typically used in technology or innovation-focused agreements

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of specific confidential materials or information types

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

3. Security Protocols: Specific procedures for handling and storing confidential information

4. Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations

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 that criminalizes the theft or misappropriation of trade secrets with the intent to benefit foreign powers or cause economic harm

Federal Rules of Evidence: Rules governing confidentiality in federal courts, particularly relevant for enforcement of NDAs and treatment of confidential information in litigation

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides framework for trade secret protection and remedies for misappropriation at state level

National Labor Relations Act (NLRA): Federal law that protects employees' rights to discuss working conditions, which may limit scope of NDAs in employment context

Whistleblower Protection Laws: Federal and state laws that protect individuals who report violations of law, which must be explicitly carved out as exceptions in NDAs

HIPAA: Healthcare privacy law that imposes additional requirements if the NDA covers protected health information

Gramm-Leach-Bliley Act: Financial privacy law that imposes additional requirements if the NDA covers consumer financial information

GDPR Compliance: EU data protection regulation that may affect NDAs involving European personal data or entities

Contract Formation Requirements: Common law principles regarding offer, acceptance, consideration, and capacity required for valid contract formation

Reasonableness Standard: Legal principle requiring that NDA restrictions must be reasonable in scope, duration, and geographic coverage to be enforceable

Severability Doctrine: Legal principle allowing courts to maintain valid portions of an agreement if other portions are found unenforceable

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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