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Indefinite NDA for the United States

Indefinite NDA Template for United States

A comprehensive non-disclosure agreement under U.S. law that provides indefinite protection for confidential information shared between parties. This agreement establishes ongoing obligations for maintaining confidentiality without a specific termination date, while ensuring compliance with federal and state trade secret laws, including the Defend Trade Secrets Act and state-specific regulations.

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Indefinite NDA

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What is a Indefinite NDA?

The Indefinite NDA is essential for situations requiring long-term protection of sensitive information under U.S. law. This document is particularly crucial when sharing trade secrets, proprietary technology, or business-critical information that requires protection beyond a standard fixed-term period. It establishes perpetual confidentiality obligations while incorporating necessary exceptions for public domain information and legal requirements. The agreement ensures compliance with both federal and state trade secret protection frameworks while maintaining flexibility for various business contexts.

What sections should be included in a Indefinite NDA?

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

2. Background: Context and purpose of the NDA, explaining the business relationship or purpose for sharing confidential information

3. Definitions: Key terms including Confidential Information, Trade Secrets, Permitted Purpose, and other relevant defined terms

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

5. Permitted Uses: Specific authorized uses of confidential information and scope of permitted disclosure

6. Return of Information: Obligations regarding return or destruction of confidential information upon termination or request

7. Term and Survival: Duration of the agreement and provisions that survive termination

8. Governing Law: Specification of applicable law and jurisdiction for dispute resolution

What sections are optional to include in a Indefinite NDA?

1. Security Measures: Specific security requirements and protocols for protecting confidential information, used for highly sensitive information or regulated industries

2. Subcontractors: Provisions governing sharing of confidential information with authorized third parties and subcontractors

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

4. Remedies: Specific remedies available in case of breach, including injunctive relief provisions

What schedules should be included in a Indefinite NDA?

1. Schedule A - Description of Confidential Information: Detailed list or categories of protected information and materials

2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule C - Security Protocols: Specific procedures and requirements for handling and protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Cost

Free to use
Clauses

























Industries

Federal Trade Secrets Laws: Primary federal legislation including the Defend Trade Secrets Act (DTSA) of 2016 and Economic Espionage Act of 1996, which provide federal protection for trade secrets and confidential information

State Trade Secret Laws: State-level legislation including the Uniform Trade Secrets Act (UTSA) and state-specific variations that govern trade secret protection at the state level

Employment Law Considerations: State-specific employment laws regarding NDAs, whistleblower protection laws, and public policy exceptions that affect the enforceability of NDAs in employment contexts

Contract Law Requirements: State contract laws governing enforceability, consideration requirements, and reasonableness standards for contractual agreements

NDA-Specific Limitations: Legal restrictions on NDAs in specific situations such as sexual harassment cases, settlement agreements, and state-specific limitations on confidentiality duration

Federal Agency Requirements: Regulatory requirements from agencies like SEC, NLRB, and EEOC that affect the scope and implementation of NDAs

Enforceability Considerations: Legal factors affecting NDA enforcement including statute of limitations, scope requirements, geographic limitations, and time duration reasonableness

Recent Legislative Developments: Current and emerging state and federal legislation that may affect the scope and enforceability of 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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