A Unilateral Non Disclosure Agreement is essential when an organization needs to share sensitive information with another party while maintaining control over its use and disclosure. This document, governed by U.S. federal and state laws, is commonly used in business negotiations, potential partnerships, vendor relationships, and employment contexts. It defines confidential information, establishes protection requirements, sets usage limitations, and outlines consequences of unauthorized disclosure. The agreement specifically addresses requirements under the Defend Trade Secrets Act and includes necessary whistleblower provisions.
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1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure
5. Permitted Uses: Allowed uses of confidential information
6. Term and Termination: Duration of agreement and termination provisions
7. Return of Information: Requirements for returning or destroying confidential information
1. Whistleblower Provisions: Required if agreement covers employees or contractors - includes DTSA immunity provisions
2. Security Measures: Specific security requirements for protecting information - used for highly sensitive information
3. Non-Competition: Restrictions on competitive activities - used when additional protection beyond confidentiality is needed
1. Schedule of Confidential Information: Detailed list of specific confidential information covered
2. Security Protocols: Specific procedures for handling confidential information
3. Authorized Representatives: List of individuals authorized to receive confidential information
Relevant legal definitions
Clauses
Confidentiality Obligations
Use Restrictions
Protection Measures
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Exclusions
Remedies
Indemnification
Survival
Notice Requirements
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Whistleblower Protection
No License
Use Restrictions
Protection Measures
Return or Destruction of Information
Term and Termination
Permitted Disclosures
Exclusions
Remedies
Indemnification
Survival
Notice Requirements
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Whistleblower Protection
No License
Relevant Industries
Relevant Teams
Relevant Roles
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