Mutual Non Disclosure Agreement Form

Mutual Non Disclosure Agreement Form Template for United States

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Key Requirements PROMPT example:

"I need a Mutual Non Disclosure Agreement Form for my software development company to protect proprietary algorithms while discussing a potential partnership with a machine learning startup, with specific provisions for source code protection and AI model confidentiality."

Document background

The Mutual Non Disclosure Agreement Form is essential when parties need to share sensitive information while exploring business opportunities, partnerships, or collaborations. This document, governed by U.S. federal and state laws, protects trade secrets, proprietary information, business strategies, and other confidential data. It establishes clear guidelines for information handling, defines breach consequences, and ensures legal compliance with regulations such as the Defend Trade Secrets Act. The agreement is particularly crucial in business negotiations, mergers and acquisitions, joint ventures, and strategic partnerships.

Suggested Sections

1. Parties: Identification of all parties entering into the agreement, including legal names and addresses

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information'

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

5. Permitted Use: Specific circumstances under which confidential information may be used

6. Term and Termination: Duration of the agreement and conditions for termination

7. Return of Confidential Information: Procedures for returning or destroying confidential information

8. Governing Law: Specification of jurisdiction and applicable law

Optional Sections

1. Non-Solicitation: Prevents parties from hiring each other's employees. Include when sharing involves exposure to key personnel

2. Non-Competition: Restricts competitive activities. Include when sharing involves strategic business information

3. Data Protection: Specific provisions for handling personal data. Include when confidential information includes personal data

4. Residual Rights: Rights regarding information retained in memory. Include in technology or creative industry NDAs

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered

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

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

4. Schedule 4 - Excluded Information: Specific categories of information not covered by the NDA

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Confidential Information
Disclosing Party

Affiliate
Agreement

Effective Date

Proprietary Information

Term
Intellectual Property Rights
Personal Data

Clauses

Relevant Industries

Technology
Healthcare
Financial Services
Manufacturing
Professional Services

Relevant Teams

Legal
Research & Development
Business Development
Human Resources
Information Technology

Relevant Roles

Chief Executive Officer
Chief Technology Officer
Business Development Manager
Legal Counsel
Project Manager

Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides a federal cause of action for trade secret misappropriation and establishes uniform standards for trade secret protection

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft, particularly focusing on foreign economic espionage

Computer Fraud and Abuse Act (CFAA): Federal law addressing unauthorized access to computers and networks, relevant for digital confidential information protection

Electronic Communications Privacy Act (ECPA): Federal law governing the privacy of electronic communications, relevant for protecting confidential electronic communications

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

State-Specific Trade Secret Laws: Individual state laws that may provide additional or different protections for trade secrets beyond federal law

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations of law, including provisions that may override NDAs

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

HIPAA: Federal law protecting healthcare information privacy, must be considered if NDA involves medical data

Gramm-Leach-Bliley Act: Federal law protecting financial information privacy, relevant for NDAs involving financial institutions

FERPA: Federal law protecting student education records, must be considered if NDA involves educational institutions

Patent Law Considerations: Federal laws governing patent rights and protection, relevant for NDAs covering potential patentable innovations

Copyright Law Considerations: Federal laws protecting original works of authorship, important for NDAs covering creative or software-related content

Trademark Law Considerations: Federal and state laws protecting brands and marks, relevant for NDAs covering brand-related information

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Mutual Non Disclosure Agreement Form Template for United States

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