Secret Agreement for the United States

Secret Agreement Template for United States

A legally binding agreement under U.S. federal and state laws that establishes confidentiality obligations between parties sharing sensitive information. This document defines the scope of confidential information, outlines protection requirements, specifies permitted uses, and establishes remedies for unauthorized disclosure. It incorporates provisions from the Defend Trade Secrets Act and relevant state laws while ensuring compliance with whistleblower protections.

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What is a Secret Agreement?

A Secret Agreement is essential when parties need to share confidential information while maintaining its secrecy and value. This document, governed by U.S. law, including the Defend Trade Secrets Act, creates legally enforceable obligations to protect sensitive business information, intellectual property, and trade secrets. It's commonly used during business negotiations, employment relationships, or collaborative ventures where proprietary information needs protection. The agreement specifies what constitutes confidential information, how it should be handled, and the consequences of unauthorized disclosure.

What sections should be included in a Secret Agreement?

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

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Confidential Information: Definition and scope of protected information

5. Obligations of Confidentiality: Duties to maintain secrecy and permitted uses

6. Term and Termination: Duration of obligations and termination conditions

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

What sections are optional to include in a Secret Agreement?

1. Non-Competition: Restrictions on competitive activities - include when protecting business interests beyond confidentiality

2. Non-Solicitation: Restrictions on soliciting employees or customers - include when protecting business relationships

3. Assignment Rights: Rights to transfer obligations - include when transfer of rights might be needed

What schedules should be included in a Secret Agreement?

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

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

3. Schedule C - Security Protocols: Specific procedures for handling 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) 2016: Federal law that provides uniform standards for trade secret protection across the US, including definitions of trade secrets and remedies for misappropriation

Economic Espionage Act: Federal criminal law that prohibits theft of trade secrets, particularly relevant for protecting against industrial espionage

SEC Regulations: Federal securities regulations that may impact confidentiality agreements involving publicly traded companies

Whistleblower Protection Laws: Federal laws that protect individuals who report violations of law to government agencies, which cannot be superseded by NDAs

National Labor Relations Act: Federal law protecting workers' rights to discuss working conditions, which cannot be restricted by confidentiality agreements

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

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

State Employment Laws: State-specific regulations governing employment relationships and restrictions on confidentiality agreements in employment context

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

Whistleblower Rights Exception: Legal principle that whistleblower rights cannot be waived in confidentiality agreements

Public Policy Exceptions: Legal doctrine that prevents enforcement of confidentiality provisions that violate public policy

Temporal and Geographic Restrictions: Legal requirement that confidentiality agreements must have reasonable time limits and geographic scope to be enforceable

Sexual Harassment NDAs: Recent legislation in various states limiting or prohibiting confidentiality agreements in sexual harassment cases

Scope of Confidential Information: Legal requirement that confidential information must be reasonably defined and cannot be overly broad

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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