Buyer Seller Confidentiality Agreement for the United States

Buyer Seller Confidentiality Agreement Template for United States

A Buyer Seller Confidentiality Agreement is a legally binding document used in the United States to protect sensitive information shared between parties during business transactions. It establishes confidentiality obligations for both the buyer and seller, defining what constitutes confidential information, how it can be used, and the consequences of unauthorized disclosure. The agreement is governed by both federal and state laws, including the Defend Trade Secrets Act and state-specific trade secret protections.

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What is a Buyer Seller Confidentiality Agreement?

The Buyer Seller Confidentiality Agreement is essential when sensitive business information needs to be shared during potential transactions. This agreement type is commonly used in the United States when buyers need to conduct due diligence or evaluate potential purchases, requiring access to proprietary information, trade secrets, or sensitive business data. The agreement ensures that confidential information shared during negotiations or business discussions remains protected, with clear obligations and remedies under both federal and state law.

What sections should be included in a Buyer Seller Confidentiality Agreement?

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

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

3. Definitions: Clear definitions of confidential information, trade secrets, and other key terms

4. Scope of Confidentiality: Detailed explanation of what information is protected and how it can be used

5. Obligations of Receiving Party: Specific duties regarding protection and non-disclosure of confidential information

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

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

8. Governing Law: Jurisdiction and applicable laws

What sections are optional to include in a Buyer Seller Confidentiality Agreement?

1. Non-Solicitation: Prevents parties from hiring each other's employees during business discussions and for a period afterward

2. Non-Competition: Restricts competitive activities based on information learned during business discussions

3. Specific Industry Compliance: Additional requirements for regulated industries such as healthcare (HIPAA) or financial services

4. Security Measures: Specific security protocols for handling and protecting confidential information

What schedules should be included in a Buyer Seller Confidentiality Agreement?

1. Schedule A - Description of Confidential Information: Detailed list of specific confidential information covered by the agreement

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

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

4. Schedule D - Excluded Information: List of information specifically excluded from confidentiality obligations

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Defend Trade Secrets Act (DTSA): Federal law enacted in 2016 that provides uniform federal protection for trade secrets and allows companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law from 1996 that criminalizes the theft or misappropriation of trade secrets for the benefit of foreign entities or economic advantage

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides a legal framework for trade secret protection at the state level, with state-specific variations

National Labor Relations Act: Federal law that protects employees' rights and must be considered when drafting confidentiality provisions to ensure they don't restrict protected activities

Whistleblower Protection Laws: Federal and state laws that protect individuals who report violations of law, which must be explicitly carved out in confidentiality agreements

HIPAA: Healthcare-specific federal law that governs the protection of sensitive patient health information and imposes additional confidentiality requirements

Gramm-Leach-Bliley Act: Financial services regulation that requires financial institutions to explain their information-sharing practices and protect sensitive data

Contract Law Fundamentals: Basic principles including consideration, enforceability, reasonable restrictions, and duration limitations that must be incorporated into the agreement

First Amendment Considerations: Constitutional protections that may limit the scope of confidentiality obligations, particularly in matters of public concern

State-Specific Contract Laws: Varying state requirements regarding contract formation, enforcement, and interpretation that must be considered based on the governing law

Statute of Limitations: State-specific time limits within which legal action must be initiated for breach of confidentiality obligations

Public Policy Exceptions: Legal doctrine that may void confidentiality provisions that violate public policy or attempt to conceal illegal activities

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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