Small Business Non Disclosure Agreement for the United States

Small Business Non Disclosure Agreement Template for United States

A Small Business Non-Disclosure Agreement (NDA) is a legally binding document used in the United States to protect confidential information shared between a small business and another party. This agreement, governed by both federal and state laws, including the Defend Trade Secrets Act, establishes obligations for maintaining confidentiality of sensitive business information. It defines what constitutes confidential information, sets terms for its use and protection, and outlines consequences for breach.

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What is a Small Business Non Disclosure Agreement?

The Small Business Non-Disclosure Agreement is essential for protecting proprietary information when small businesses engage with external parties. This document is commonly used when sharing sensitive business information with potential investors, contractors, vendors, or employees. It's particularly relevant in the United States where federal laws like the Defend Trade Secrets Act provide specific protections for trade secrets. The agreement typically includes clear definitions of confidential information, usage restrictions, obligations of the receiving party, and remedies for breach.

What sections should be included in a Small Business Non Disclosure Agreement?

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

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including definition of Confidential Information

4. Obligations of Confidentiality: Core duties to maintain confidentiality and permitted uses of confidential information

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Return of Confidential Information: Requirements for returning or destroying confidential information upon termination

7. Governing Law: Specification of applicable law and jurisdiction

What sections are optional to include in a Small Business Non Disclosure Agreement?

1. Non-Solicitation: Optional clause preventing solicitation of employees or customers, used when protecting business relationships is crucial

2. Non-Competition: Optional clause restricting competitive activities, used when sharing highly sensitive business information

3. Specific Project Terms: Optional section detailing specific project or purpose of information sharing, used when NDA relates to a specific project

4. Whistleblower Protection Notice: Required by federal law if the agreement covers employees or contractors, includes notice of rights under federal law

What schedules should be included in a Small Business Non Disclosure Agreement?

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 Procedures: Specific procedures and protocols for handling and protecting 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

Document Type

License Agreement

Cost

Free to use
Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law that provides uniform federal protection for trade secrets and allows companies to file trade secret cases in federal courts. Must be considered for whistleblower immunity provisions.

Economic Espionage Act: Federal law that criminalizes trade secret theft and economic espionage. Relevant for defining penalties and scope of protection for confidential information.

Freedom of Information Act: Federal law that may impact NDAs involving government contracts or public entities. Must be considered for exceptions to confidentiality.

Uniform Trade Secrets Act: State-level legislation adopted by most US states that provides framework for trade secret protection. Must be referenced for state-specific requirements.

State Contract Laws: Varying state-specific requirements for contract formation, enforcement, and interpretation. Must comply with local jurisdiction requirements.

State Employment Laws: State-specific regulations governing employment relationships and restrictions. Relevant if NDA involves employees or contractors.

Statutes of Limitations: State-specific time limits for bringing legal actions. Must be considered when setting duration of confidentiality obligations.

Contract Law Fundamentals: Basic principles including consideration, mutual intent, and capacity to contract. Essential for ensuring NDA enforceability.

Reasonable Restrictions Doctrine: Legal principle requiring that contract restrictions must be reasonable in scope, duration, and geographic area to be enforceable.

At-Will Employment Doctrine: Employment law principle that may affect how NDAs can be implemented and enforced with employees in different states.

Whistleblower Protection Provisions: Federal requirement to include specific language about whistleblower rights in NDAs to maintain enforceability.

Public Information Exclusions: Legal requirement to clearly exclude publicly available information from confidentiality obligations to maintain enforceability.

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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