Disclosure Agreement Template for the United States
Generate a bespoke document
What is a Disclosure Agreement?
The Disclosure Agreement (also known as Non-Disclosure Agreement or NDA) is a critical legal instrument used in the United States business environment to protect confidential information during various business interactions. This document becomes necessary when parties need to share sensitive information for purposes such as business negotiations, employment relationships, contractor engagements, or potential partnerships. The agreement is structured to comply with both federal and state laws, including the Defend Trade Secrets Act and state-specific trade secret protections. It defines what constitutes confidential information, establishes clear obligations for maintaining confidentiality, and provides legal remedies in case of unauthorized disclosure. This type of agreement is particularly important in today's business environment where intellectual property and proprietary information are crucial assets requiring robust legal protection.
About the Disclosure Agreement
A Disclosure Agreement is an essential legal contract that protects your confidential information when sharing sensitive business details with third parties. Under United States law, this document creates binding legal obligations that prevent unauthorized disclosure of trade secrets, proprietary information, and other confidential materials during business relationships, negotiations, or collaborations.
When do you need this document?
You need a Disclosure Agreement whenever you plan to share confidential information with employees, contractors, potential investors, business partners, or vendors. This includes situations like hiring consultants who will access proprietary processes, entering merger and acquisition discussions, collaborating with research institutions on innovative projects, or engaging suppliers who need access to product specifications. The document is also crucial when onboarding new employees who will handle sensitive company information or when establishing joint ventures that require sharing competitive intelligence.
Key legal considerations
Your Disclosure Agreement must clearly define what constitutes confidential information to avoid disputes later. The definition should be comprehensive yet specific, covering technical data, financial information, customer lists, business strategies, and any other proprietary materials relevant to your situation. You should also establish the permitted purposes for using the information, ensuring the receiving party can only use confidential data for the agreed-upon objectives. The agreement must include reasonable time limits for confidentiality obligations, as perpetual restrictions may not be enforceable in all jurisdictions. Additionally, consider including provisions for return or destruction of confidential materials and specify any exceptions to confidentiality, such as information that becomes publicly available through no fault of the receiving party.
Legal requirements in United States
Under United States federal law, your Disclosure Agreement must comply with the Defend Trade Secrets Act of 2016, which provides uniform protection for trade secrets across all states and establishes federal remedies for misappropriation. Most states have also adopted the Uniform Trade Secrets Act, creating additional state-level protections that may apply to your agreement. Your document must meet standard contract formation requirements under applicable state laws, including offer, acceptance, and consideration. The agreement should also comply with the Electronic Signatures in Global and National Commerce Act if you plan to execute it digitally. Consider including choice of law and jurisdiction clauses to specify which state's laws will govern disputes, as trade secret laws can vary between states despite federal uniformity efforts.
GOVERNING LAW
Applicable law
This Disclosure Agreement is drafted to comply with United States law. Key legislation includes:
Uniform Trade Secrets Act (UTSA): Model law adopted by most states that defines trade secrets and provides remedies for their misappropriation
Economic Espionage Act of 1996: Federal law that criminalizes trade secret theft, particularly relevant for international or interstate disclosure concerns
State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies that affect the validity and enforceability of disclosure agreements
Electronic Signatures in Global and National Commerce Act (ESIGN): Federal law establishing the legal validity of electronic signatures, relevant for electronic execution of disclosure agreements
State Employment Laws: State-specific regulations affecting employee confidentiality obligations and restrictions
Freedom of Information Act (FOIA): Federal law that may impact disclosure agreements involving government entities or public institutions
Explore 208,390+ legal templates
Explore 208,390+ legal templates
Genie's Security Promise
Genie is the safest place to draft. Here's how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie's AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it