Indemnity Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

"I need an Indemnity Confidentiality Agreement for a software development partnership between our tech startup and a large enterprise client, with strong protection for our source code and development methodologies, and specific indemnification for any data breaches or intellectual property claims."

Document background
The Indemnity Confidentiality Agreement is essential for business relationships where parties need to share sensitive information while establishing clear accountability and protection mechanisms. This document is particularly relevant in the United States business environment, where federal and state laws provide robust protection for trade secrets and confidential information. It should be used when parties need to not only protect confidential information but also require specific assurances regarding liability and compensation for potential breaches or unauthorized disclosures. The agreement typically includes detailed provisions about what constitutes confidential information, security requirements, permitted uses, disclosure restrictions, and comprehensive indemnification clauses. It's commonly used in business transactions, partnerships, vendor relationships, and consulting arrangements where valuable proprietary information needs to be shared and protected.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and any defined terms for referring to them

2. Background: Sets out the context and purpose of the agreement, including the nature of the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Indemnified Parties', and other relevant terms

4. Confidentiality Obligations: Details the core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

6. Security Measures: Outlines the required security measures and standards for protecting confidential information

7. Indemnification: Details the scope of indemnification, including covered losses and procedures for claiming indemnification

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

9. Term and Termination: Specifies the duration of the agreement and circumstances for termination

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on competitive activities, included when there's a risk of competitive use of confidential information

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when protecting business relationships is crucial

3. Insurance Requirements: Specifies required insurance coverage to support indemnification obligations

4. Data Privacy Compliance: Specific obligations regarding personal data protection, included when personal data is involved

5. Export Control Compliance: Requirements for compliance with export control laws, included when dealing with controlled technical data

6. Audit Rights: Rights to audit compliance with confidentiality obligations, included for high-risk or regulated relationships

7. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration, included when preferred over litigation

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential under the agreement

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting confidential information

3. Schedule 3 - Authorized Recipients: List of individuals or roles authorized to access confidential information

4. Appendix A - Notice Requirements: Procedures and contact details for required notices under the agreement

5. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and destroying 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

Relevant legal definitions
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Biotechnology

Professional Services

Energy

Defense

Telecommunications

Pharmaceuticals

Research and Development

Real Estate

Entertainment

Media

Education

Relevant Teams

Legal

Compliance

Information Security

Risk Management

Procurement

Business Development

Research and Development

Human Resources

Information Technology

Operations

Finance

Corporate Development

Vendor Management

Contracts Administration

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Chief Information Security Officer

Chief Technology Officer

Business Development Director

Procurement Manager

Contract Manager

Risk Manager

Information Security Manager

Project Manager

Research Director

Product Development Manager

Human Resources Director

Operations Manager

Chief Financial Officer

Partnership Manager

Vendor Relations Manager

Industries
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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