Candidate Non Disclosure Agreement for the United States

Candidate Non Disclosure Agreement Template for United States

A legally binding agreement used in the United States between an organization and a job candidate to protect confidential information shared during the recruitment process. The agreement ensures that sensitive business information, trade secrets, and proprietary data disclosed during interviews and assessments remain confidential. It typically includes provisions for information handling, return of materials, and legal remedies under U.S. federal and state laws.

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What is a Candidate Non Disclosure Agreement?

The Candidate Non Disclosure Agreement is essential for protecting sensitive business information during recruitment processes in the United States. It's commonly used when candidates need access to confidential data, trade secrets, or proprietary information to demonstrate their capabilities or understand the role. The agreement ensures compliance with federal laws such as the Defend Trade Secrets Act and state-specific trade secret protection laws, while establishing clear obligations for information handling and confidentiality maintenance.

What sections should be included in a Candidate Non Disclosure Agreement?

1. Parties: Identifies the company and the candidate who are entering into the agreement

2. Background: Explains the context - that the candidate may receive confidential information during the recruitment process

3. Definitions: Defines key terms, especially 'Confidential Information', 'Recruitment Process', and 'Purpose'

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

5. Return of Materials: Obligations to return or destroy confidential materials upon request or process completion

6. Term and Survival: Duration of the agreement and which provisions survive termination

7. Governing Law: Specifies applicable jurisdiction and law

What sections are optional to include in a Candidate Non Disclosure Agreement?

1. Non-Solicitation: Additional provisions preventing candidate from soliciting employees or clients when exposed to sensitive employee or client information

2. Intellectual Property: Provisions addressing ownership of any IP created during recruitment process, particularly relevant for technical assessments or creative work

3. Data Protection: Specific provisions about handling personal data when confidential information includes such data

4. Whistleblower Provisions: Required notifications about whistleblower rights in compliance with DTSA requirements

What schedules should be included in a Candidate Non Disclosure Agreement?

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

2. Schedule of Permitted Disclosures: List of specifically permitted disclosures or uses

3. Schedule of Security Requirements: Specific security measures required when handling confidential information

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) 2016: Federal law that provides uniform federal protection for trade secrets, including provisions for whistleblower immunity and notice requirements

Economic Espionage Act 1996: Federal law that criminalizes trade secret theft and economic espionage, providing federal protection for trade secrets

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides framework for trade secret protection at state level

National Labor Relations Act (NLRA): Federal law protecting employees' rights to discuss working conditions and engage in collective activity

EEOC Regulations: Federal regulations ensuring NDAs don't interfere with employee rights to file discrimination complaints or cooperate with investigations

Whistleblower Protection Laws: Various federal and state statutes protecting employees who report illegal activities from retaliation

State Contract Formation Laws: State-specific requirements for valid contract formation, including consideration and enforceability standards

Anti-Sexual Harassment NDA Restrictions: Recent state laws limiting or prohibiting NDAs in cases involving sexual harassment or discrimination

State Trade Secret Laws: State-specific variations and implementations of trade secret protection laws

Public Policy Exceptions: Legal doctrine that prevents enforcement of NDAs that violate public policy or restrict legally protected 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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