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Security Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Security Non Disclosure Agreement

"I need a Security Non Disclosure Agreement for a cybersecurity consulting firm we're hiring in March 2025 to assess our banking infrastructure, with specific provisions for penetration testing and vulnerability assessment data protection."

Document background
The Security Non-Disclosure Agreement serves as a critical tool for organizations sharing sensitive security information with third parties. This specialized agreement is particularly important when discussing physical security measures, cybersecurity protocols, vulnerability assessments, or security infrastructure details. Under U.S. jurisdiction, it provides legal protection for confidential security information while ensuring compliance with federal and state trade secret laws. The agreement is essential for maintaining the integrity of security systems and preventing unauthorized disclosure of sensitive security arrangements.
Suggested Sections

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, etc.

4. Confidentiality Obligations: Core obligations regarding protection of confidential information

5. Permitted Uses: Allowed uses of confidential information

6. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Non-Compete Provisions: Restrictions on competition (subject to state laws, only include when protection against competition is crucial and legally permissible)

2. Non-Solicitation: Restrictions on soliciting employees or customers, used when protecting business relationships is important

3. Whistleblower Provisions: DTSA-required immunity notices, mandatory when agreement involves employees or contractors

4. Data Privacy Compliance: Specific provisions for data protection, required when dealing with personal data or regulated industries

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of specific confidential information covered

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

3. Security Protocols: Specific security measures required for protecting information

4. Incident Response Procedures: Steps to be taken in case of security breaches

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

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Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing protection for trade secrets and mandatory whistleblower immunity provisions that must be included in NDAs

Economic Espionage Act 1996: Federal law that criminalizes trade secret theft, relevant for enforcement provisions in NDAs

Securities Exchange Act: Federal regulations particularly relevant for publicly traded companies and insider trading considerations

Uniform Trade Secrets Act (UTSA): State-level law adopted by most states with variations, providing framework for trade secret protection

State-specific NDA Restrictions: Various state-level restrictions on NDAs, such as California's limitations on non-compete clauses and other state-specific employment law considerations

National Labor Relations Act: Federal law protecting employee rights and placing restrictions on overly broad confidentiality provisions

Equal Employment Opportunity Laws: Federal laws ensuring NDAs don't interfere with employees' rights to report discrimination

Industry-specific Regulations: Sector-specific requirements such as HIPAA (healthcare), GLBA (financial services), and GDPR (EU data protection) that may affect NDA terms

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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