Model Confidentiality Agreement for the United States

Model Confidentiality Agreement Template for United States

A Model Confidentiality Agreement is a standardized legal document used in the United States to protect sensitive business information shared between parties. It establishes legally binding obligations for handling confidential information, including its use, disclosure, and protection. The agreement incorporates provisions compliant with federal and state trade secret laws, including the Defend Trade Secrets Act, and can be customized for specific business needs while maintaining enforceability across U.S. jurisdictions.

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What is a Model Confidentiality Agreement?

The Model Confidentiality Agreement serves as a crucial legal framework for protecting proprietary information in business relationships. This document becomes necessary when parties need to share sensitive information during business discussions, negotiations, or collaborations. It outlines the scope of confidential information, establishes clear obligations for information handling, and provides remedies for unauthorized disclosure. The agreement is designed to comply with U.S. federal and state laws, particularly the Defend Trade Secrets Act and state-specific trade secret protections. It can be adapted for various business contexts while maintaining essential protective elements.

What sections should be included in a Model Confidentiality Agreement?

1. Parties: Identifies all parties to the agreement, including legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information'

4. Scope of Confidential Information: Details what information is covered by the agreement

5. Obligations of Receiving Party: Specifies duties to protect confidential information and permitted uses

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: Specifies which jurisdiction's laws govern the agreement

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

1. Non-Solicitation: Prevents solicitation of employees/customers - use when protecting business relationships is crucial

2. Non-Competition: Restricts competitive activities - use when sharing highly sensitive business information

3. Security Requirements: Specific security measures required - use for highly sensitive technical or digital information

4. Export Control: Export compliance requirements - use when information may be subject to export controls

What schedules should be included in a Model Confidentiality Agreement?

1. Description of Confidential Information: Detailed list or categories of confidential information covered

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Protocols: Specific security measures and procedures to be followed

4. Excluded Information: Specific items or categories explicitly 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 a federal cause of action for trade secret misappropriation and includes provisions for ex parte seizure of property

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft, particularly focused on foreign economic espionage

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

Federal Whistleblower Protection Laws: Laws that protect employees who report violations of law, which must be explicitly acknowledged in NDAs

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

SEC Regulations: Federal securities regulations that may impact confidentiality agreements, particularly in public companies or financial institutions

Statute of Limitations: State-specific time limits for bringing legal actions related to confidentiality breaches

Reasonable Scope Requirement: Legal principle requiring that confidentiality agreements must have reasonable limitations in terms of scope, duration, and geographic area

Legitimate Business Interest: Legal requirement that confidentiality agreements must protect genuine business interests to be enforceable

Severability Doctrine: Legal principle allowing invalid provisions to be severed while maintaining the validity of the remaining agreement

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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