Proprietary Information Contract for the United States

Proprietary Information Contract Template for United States

A Proprietary Information Contract is a legally binding agreement under U.S. federal and state laws that establishes confidentiality obligations between parties sharing sensitive business or technical information. The document is protected under the Defend Trade Secrets Act and various state implementations of the Uniform Trade Secrets Act, providing comprehensive protection for trade secrets and confidential information. It defines the scope of protected information, obligations of the receiving party, and remedies for breach.

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What is a Proprietary Information Contract?

A Proprietary Information Contract is essential when parties need to share sensitive business, technical, or proprietary information while maintaining confidentiality. This contract type is commonly used in business negotiations, employment relationships, and collaborative ventures where protected information must be disclosed. Under U.S. jurisdiction, it provides legal remedies through both federal protection (DTSA) and state laws (UTSA), offering comprehensive safeguards against unauthorized disclosure or use of confidential information. The agreement typically defines protected information, establishes security protocols, and outlines the duration of confidentiality obligations.

What sections should be included in a Proprietary Information Contract?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Proprietary Information'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Obligations of Receiving Party: Duties to maintain confidentiality and permitted uses

6. Term and Termination: Duration of confidentiality obligations and termination provisions

7. Return of Confidential Information: Requirements for returning or destroying confidential materials

What sections are optional to include in a Proprietary Information Contract?

1. Whistleblower Provisions: DTSA immunity notice, recommended for agreements with employees

2. Non-Competition Clause: Used when additional competitive restrictions are needed

3. Specific Industry Provisions: Added for regulated industries (healthcare, financial services)

4. International Transfer Provisions: Required if information may be transferred across borders

What schedules should be included in a Proprietary Information Contract?

1. Schedule A - Specific Confidential Information: Detailed list of protected information types

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

3. Schedule C - Security Protocols: Specific security measures required for information protection

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 providing nationwide protection for trade secrets and including whistleblower immunity provisions. Critical for defining scope of trade secret protection in the contract.

Economic Espionage Act 1996: Federal criminal law that defines trade secrets and criminalizes their theft. Important for understanding the criminal implications of trade secret misappropriation.

Patent Law (35 U.S.C.): Federal law governing patent rights and protection of inventions. Relevant for maintaining patent rights and distinguishing between patented information and trade secrets.

Copyright Law (17 U.S.C.): Federal law protecting original works of authorship. Essential for protecting software, documentation, and other creative works covered in the contract.

Uniform Trade Secrets Act (UTSA): State-level model law adopted by most states defining trade secrets and remedies. Provides state-specific protections and enforcement mechanisms.

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies. Important for ensuring contract validity and enforceability.

National Labor Relations Act: Federal law protecting employee rights and collective bargaining. Must be considered when drafting provisions affecting employee rights and communications.

State Employment Laws: State-specific regulations governing employment relationships, including at-will employment provisions and worker protections.

Industry-Specific Regulations: Sector-specific laws such as HIPAA for healthcare and Gramm-Leach-Bliley Act for financial services that may affect confidentiality requirements.

Common Law Principles: Established legal precedents and principles regarding contract formation, interpretation, and enforcement in proprietary information agreements.

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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