The Information Technology Non Disclosure Agreement is essential when sharing sensitive technical information, source code, system specifications, or other IT-related intellectual property. This agreement, governed by U.S. federal and state laws, provides legal protection for companies sharing proprietary technology information with developers, consultants, or service providers. It includes specific provisions for digital assets, cybersecurity requirements, and technical specifications while ensuring compliance with relevant U.S. trade secret and data protection regulations.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context and purpose of the NDA, explaining the business relationship and reason for sharing confidential information
3. Definitions: Key terms including Confidential Information, Trade Secrets, Permitted Purpose, and other relevant definitions
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Uses: Specific allowed uses of confidential information and restrictions on usage
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Return of Information: Requirements for returning or destroying confidential information upon termination
1. Data Protection Compliance: Specific provisions for compliance with data protection laws when handling personal data or EU data subjects
2. Source Code Protection: Special provisions for protecting software code and technical information
3. Security Requirements: Specific IT security measures required for protecting confidential information
4. Non-Solicitation: Provisions restricting hiring or soliciting employees between parties
1. Schedule 1 - Description of Confidential Information: Detailed list and categories of information covered by the NDA
2. Schedule 2 - Security Requirements: Technical security requirements and standards for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data or regulated information
Relevant legal definitions
Confidential Information
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Technical Information
Source Code
Software Documentation
System Architecture
Technical Specifications
Development Tools
API Documentation
Database Schema
Security Protocols
Test Data
User Interface Designs
Intellectual Property Rights
Derivative Works
Compiled Code
Object Code
Technical Know-How
Development Environment
Configuration Settings
Access Credentials
Network Infrastructure
Cloud Services
Third-Party Components
Business Process Documentation
Effective Date
Term
Confidentiality Period
Permitted Disclosures
Security Breach
Residual Information
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Technical Information
Source Code
Software Documentation
System Architecture
Technical Specifications
Development Tools
API Documentation
Database Schema
Security Protocols
Test Data
User Interface Designs
Intellectual Property Rights
Derivative Works
Compiled Code
Object Code
Technical Know-How
Development Environment
Configuration Settings
Access Credentials
Network Infrastructure
Cloud Services
Third-Party Components
Business Process Documentation
Effective Date
Term
Confidentiality Period
Permitted Disclosures
Security Breach
Residual Information
Clauses
Confidentiality Obligations
Permitted Use
Non-Disclosure
Data Protection
Security Requirements
Information Handling
Return or Destruction of Information
Term and Termination
Intellectual Property Rights
Breach Notification
Remedies
Injunctive Relief
Exceptions to Confidentiality
Permitted Disclosures
Survival
Non-Solicitation
Assignment
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Notices
Representations and Warranties
Export Control
Data Security
Residual Rights
Third Party Rights
Waiver
Counterparts
Permitted Use
Non-Disclosure
Data Protection
Security Requirements
Information Handling
Return or Destruction of Information
Term and Termination
Intellectual Property Rights
Breach Notification
Remedies
Injunctive Relief
Exceptions to Confidentiality
Permitted Disclosures
Survival
Non-Solicitation
Assignment
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Notices
Representations and Warranties
Export Control
Data Security
Residual Rights
Third Party Rights
Waiver
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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