The Technology Non-Disclosure Agreement is essential when sharing sensitive technical information, intellectual property, or trade secrets in the United States. It provides legal protection under federal and state laws, including the Defend Trade Secrets Act and Uniform Trade Secrets Act. This document is commonly used during technical collaborations, software development, R&D partnerships, or when engaging contractors for technical projects. It specifically addresses technology-related confidentiality concerns, including source code protection, technical specifications, and development methodologies.
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1. Parties: Identification of the disclosing and receiving parties, including legal names and addresses
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Define key terms, especially 'Confidential Information', 'Trade Secrets', and 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Uses: Specific circumstances under which the confidential information may be used
6. Term and Termination: Duration of the agreement and termination provisions
7. Return of Information: Requirements for returning or destroying confidential information
1. Non-Compete Provisions: Restrictions on competitive activities, used when sharing technology that could enable direct competition
2. Assignment Rights: Rights to transfer the agreement to other parties, used when potential M&A or corporate restructuring is anticipated
3. Residual Knowledge: Treatment of information retained in memory, particularly relevant when dealing with individual contractors or consultants
4. Security Requirements: Specific technical or physical security measures required for highly sensitive technical information
1. Description of Technology: Detailed description of the technology being protected
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Detailed security measures and procedures
4. Permitted Purpose Details: Detailed scope of permitted use of confidential information
Relevant legal definitions
Confidential Information
Trade Secrets
Technical Information
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Source Code
Technical Documentation
Intellectual Property Rights
Proprietary Information
Technical Specifications
Development Tools
Technical Data
Excluded Information
Representatives
Effective Date
Confidentiality Period
Technical Materials
Security Requirements
Technical Process
Technical Know-How
Residual Information
Business Purpose
Derivative Works
Technical Infrastructure
Compliance Standards
Trade Secrets
Technical Information
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Source Code
Technical Documentation
Intellectual Property Rights
Proprietary Information
Technical Specifications
Development Tools
Technical Data
Excluded Information
Representatives
Effective Date
Confidentiality Period
Technical Materials
Security Requirements
Technical Process
Technical Know-How
Residual Information
Business Purpose
Derivative Works
Technical Infrastructure
Compliance Standards
Clauses
Confidentiality Obligations
Use Restrictions
Security Measures
Protection Standards
Information Return
Information Destruction
Permitted Disclosures
Term and Duration
Survival
Non-Competition
Non-Solicitation
Intellectual Property Rights
Warranties
Remedies
Injunctive Relief
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Third Party Rights
Entire Agreement
Amendment
Force Majeure
Breach Notification
Indemnification
Residual Rights
Export Control
Use Restrictions
Security Measures
Protection Standards
Information Return
Information Destruction
Permitted Disclosures
Term and Duration
Survival
Non-Competition
Non-Solicitation
Intellectual Property Rights
Warranties
Remedies
Injunctive Relief
Notice Requirements
Assignment
Severability
Governing Law
Jurisdiction
Third Party Rights
Entire Agreement
Amendment
Force Majeure
Breach Notification
Indemnification
Residual Rights
Export Control
Relevant Industries
Relevant Teams
Relevant Roles
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