The Individual Non-Disclosure Agreement (NDA) is essential when sharing sensitive business or technical information with a single person, such as a contractor, consultant, or potential employee. This document, governed by U.S. federal and state laws, establishes clear obligations for protecting confidential information, including trade secrets, proprietary data, and business strategies. The agreement typically includes specific provisions for handling, storing, and returning confidential information, as well as remedies for breach.
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1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the NDA
3. Definitions: Definition of confidential information and other key terms
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Use: Specified purposes for which the confidential information may be used
6. Term and Termination: Duration of agreement and conditions for termination
7. Return or Destruction of Information: Requirements for returning or destroying confidential information upon termination
8. Remedies: Legal remedies available in case of breach
9. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendments
1. Non-Solicitation: Provisions preventing solicitation of employees or customers, used when sharing sensitive business relationship information
2. Non-Competition: Restrictions on competing activities, included when sharing business strategy or trade secrets
3. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, used when sharing technical or creative information
4. Security Protocols: Specific security measures required for protecting confidential information, used for highly sensitive data
1. Schedule A - Description of Confidential Information: Detailed list or categories 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 Requirements: Specific security protocols and requirements for handling confidential information
Relevant legal definitions
Confidential Information
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Effective Date
Term
Representatives
Permitted Purpose
Affiliate
Intellectual Property Rights
Unauthorized Disclosure
Business Information
Technical Information
Derivative Materials
Residual Information
Breach
Termination Date
Excluded Information
Confidentiality Period
Trade Secrets
Proprietary Information
Disclosing Party
Receiving Party
Effective Date
Term
Representatives
Permitted Purpose
Affiliate
Intellectual Property Rights
Unauthorized Disclosure
Business Information
Technical Information
Derivative Materials
Residual Information
Breach
Termination Date
Excluded Information
Confidentiality Period
Clauses
Confidentiality Obligations
Non-Disclosure
Permitted Use
Return of Information
Term and Termination
Security Measures
Exclusions
Remedies
Survival
Breach Notification
Assignment
No License
Indemnification
Notice Requirements
Governing Law
Jurisdiction
Amendment
Severability
Waiver
Entire Agreement
Data Protection
Force Majeure
Representations and Warranties
Third Party Rights
Non-Disclosure
Permitted Use
Return of Information
Term and Termination
Security Measures
Exclusions
Remedies
Survival
Breach Notification
Assignment
No License
Indemnification
Notice Requirements
Governing Law
Jurisdiction
Amendment
Severability
Waiver
Entire Agreement
Data Protection
Force Majeure
Representations and Warranties
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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