The Typical NDA serves as a fundamental business document in the United States, essential for protecting proprietary information, trade secrets, and confidential business data. It's commonly used before business discussions, during partnership negotiations, or when engaging with employees and contractors. This agreement, governed by both federal and state laws, includes specific provisions for information handling, permitted uses, duration of confidentiality obligations, and consequences of breach. The document typically defines what constitutes confidential information, outlines security measures, and specifies return or destruction requirements for sensitive materials.
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Key Requirements PROMPT example:
Typical NDA
"I need a Typical NDA to protect confidential information that will be shared with a software development contractor who will be working on our new AI product, starting from March 2025, with special emphasis on source code protection and data security measures."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the NDA
3. Definitions: Key terms including Confidential Information, Trade Secrets, Permitted Purpose
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure
5. Permitted Use: Allowed uses of confidential information
6. Term and Termination: Duration of agreement and termination provisions
7. Return of Information: Requirements for returning or destroying confidential information
1. Non-Solicitation: Prevents poaching of employees or clients, typically included when protecting business relationships is crucial
2. Non-Competition: Restricts competitive activities, included when permitted by state law and necessary for business protection
3. Export Control: Compliance with export regulations, required when international parties are involved
1. Description of Confidential Information: Detailed list of specific confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Specific security measures required for information protection
Authors
Relevant legal definitions
Clauses
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