Commercial Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Commercial Non Disclosure Agreement

"I need a Commercial Non-Disclosure Agreement for my software company to protect our proprietary algorithms and source code when discussing potential partnerships with manufacturing companies in Asia, with specific provisions for cross-border data transfer and export controls."

Document background

The Commercial Non-Disclosure Agreement is essential for businesses engaging in negotiations, partnerships, or other commercial relationships where sensitive information needs to be shared. This document, governed by U.S. federal and state laws, establishes clear obligations for protecting confidential information, including trade secrets, proprietary data, and business strategies. It defines the scope of protected information, permitted uses, security requirements, and consequences of unauthorized disclosure. The agreement is particularly important in today's business environment where intellectual property and proprietary information are critical business assets.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms including Confidential Information, Trade Secrets, Representatives

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure

5. Permitted Uses: Authorized uses of confidential information

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

7. Return of Information: Requirements for returning or destroying confidential information

Optional Sections

1. Whistleblower Provisions: Required if agreement covers employees, per DTSA. Used in employee/contractor NDAs

2. Export Control Provisions: Restrictions on international transfer of information. Used when dealing with international parties or technology transfer

3. Data Privacy Provisions: Specific protections for personal data. Used when personal data is involved

4. Non-Solicitation: Restrictions on hiring or soliciting employees. Used in business-to-business NDAs

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of specific confidential information covered

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

3. Security Procedures: Specific security measures required for information protection

4. Notice Requirements: Contact details and procedures for required notices

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Manufacturing
Professional Services
Healthcare
Financial Services

Relevant Teams

Legal
Business Development
Research & Development
Procurement
Information Technology

Relevant Roles

Chief Executive Officer
Chief Legal Officer
Business Development Manager
Project Manager
Research Director

Find the exact document you need

Letter Of Confidentiality

A U.S.-governed legal document establishing confidentiality obligations between parties sharing sensitive information, protecting proprietary data and trade secrets under federal and state laws.

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Let's create your Commercial Non Disclosure Agreement

Authors

Alex Denne

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