Non-Disclosure Waiver Template for the United States

A Non Disclosure Waiver is a specialized legal document that allows you to modify or temporarily suspend specific confidentiality obligations under an existing Non-Disclosure Agreement (NDA). Rather than terminating the entire NDA, this waiver provides a controlled mechanism to permit disclosure of certain information while maintaining protection for other confidential materials. The waiver ensures that your business can adapt to changing circumstances without compromising the overall confidentiality framework.

When do you need this document?

You need a Non Disclosure Waiver when circumstances require disclosure of information that would otherwise violate an existing NDA. Common situations include regulatory compliance where government agencies require access to confidential information, due diligence processes during mergers or acquisitions where potential buyers need to review sensitive data, or litigation where confidential information must be disclosed as evidence. The waiver is also essential when business partnerships evolve and previously confidential information needs to be shared with new stakeholders, or when regulatory filings require disclosure of information covered by existing confidentiality agreements.

Key legal considerations

The scope of your waiver must be precisely defined to avoid unintended disclosure permissions. You should specify exactly which information can be disclosed, to whom, for what purpose, and for how long. The waiver should clearly state whether the disclosure permission is one-time or ongoing, and whether the receiving party can further share the information. Consider including provisions that require the receiving party to maintain confidentiality standards equivalent to the original NDA for any disclosed information. You must also address whether the waiver affects other provisions of the original NDA, such as non-compete clauses or return of materials requirements. The document should specify the consequences of misuse of the disclosed information and maintain enforceability mechanisms.

Legal requirements in United States

Under United States federal law, your Non Disclosure Waiver must comply with the Defend Trade Secrets Act (DTSA), which provides federal protection for trade secrets and establishes standards for confidentiality agreements. The waiver cannot undermine legitimate trade secret protection, and any disclosure must serve a legitimate business purpose. State laws, particularly those based on the Uniform Trade Secrets Act, also govern confidentiality obligations and may impose additional requirements for valid waivers. If your business is publicly traded, you must ensure compliance with Securities Exchange Act provisions regarding material non-public information. For government contractors, Freedom of Information Act considerations may affect what information can be protected even after a waiver. The waiver must be supported by adequate consideration and executed with proper authority by all parties to ensure enforceability under state contract law.