Confidentiality Agreement Indemnity for the United States

Confidentiality Agreement Indemnity Template for United States

A legally binding document governed by U.S. law that combines confidentiality obligations with indemnification provisions. It protects sensitive information shared between parties while establishing clear liability and compensation obligations in case of breach or unauthorized disclosure. The agreement incorporates both federal and state-specific requirements for trade secret protection and indemnification.

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What is a Confidentiality Agreement Indemnity?

The Confidentiality Agreement Indemnity is designed for situations where parties need to share sensitive information while establishing clear accountability and risk allocation. This document is particularly relevant in the United States where federal laws like the Defend Trade Secrets Act interact with state-specific requirements. It's commonly used in business transactions, partnerships, and employment relationships where the stakes of information disclosure are high and parties seek additional protection beyond standard confidentiality provisions.

What sections should be included in a Confidentiality Agreement Indemnity?

1. Parties: Identification of the parties entering into the agreement

2. Background: Context and purpose of the confidentiality and indemnity arrangement

3. Definitions: Key terms used throughout the agreement including 'Confidential Information' and 'Indemnified Parties'

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

5. Indemnification Provisions: Scope and extent of indemnification obligations

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

What sections are optional to include in a Confidentiality Agreement Indemnity?

1. Return of Materials: Procedures for returning confidential materials, use when physical documents are involved

2. Data Protection: Specific provisions for handling personal data, include when personal data is involved

3. Insurance Requirements: Insurance obligations related to indemnification, include for high-value arrangements

What schedules should be included in a Confidentiality Agreement Indemnity?

1. Schedule of Confidential Information: Detailed list of information covered by the agreement

2. Schedule of Authorized Recipients: List of individuals or entities authorized to receive confidential information

3. Security Protocols: Specific procedures for handling and protecting 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): 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 criminal law that prohibits trade secret theft and economic espionage, providing criminal penalties for misappropriation of trade secrets

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

State Trade Secret Laws: State-specific variations of trade secret protection laws that may provide additional or different requirements from federal standards

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation that affect confidentiality agreements

State Indemnification Statutes: State-specific laws governing indemnification provisions and their enforceability

National Labor Relations Act: Federal law protecting employees' rights, including limitations on confidentiality provisions that might restrict protected concerted activity

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations of law, which may override certain confidentiality obligations

HIPAA: Health Insurance Portability and Accountability Act governing protection of medical information and health data privacy

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to protect sensitive customer financial information

GDPR Compliance: European Union data protection regulation that may affect confidentiality agreements involving EU resident data

Common Law Contract Principles: Legal principles developed through court decisions regarding contract formation, consideration, and enforceability

First Amendment Considerations: Constitutional protections for free speech that may limit the scope and enforceability of confidentiality provisions

Public Policy Exceptions: Legal doctrine that may void confidentiality provisions that violate public policy or harm the public interest

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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