Individual Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Individual Non Disclosure Agreement

"I need an Individual Non Disclosure Agreement to protect proprietary software development information when bringing on a new freelance developer who will be working remotely from March 2025, with special emphasis on source code protection and data security protocols."

Document background

The Individual Non Disclosure Agreement is essential when organizations need to share sensitive information with individuals, such as employees, contractors, consultants, or potential business partners. This document, governed by U.S. federal and state laws, establishes clear guidelines for handling confidential information, including trade secrets, proprietary data, customer information, and business strategies. It helps organizations maintain competitive advantage while allowing necessary information sharing, and provides legal recourse in case of unauthorized disclosure. The agreement typically includes specific provisions about the scope of confidential information, duration of obligations, and requirements for information return or destruction.

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', and other relevant definitions

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and whistleblower provisions

6. Term and Termination: Duration of the agreement and circumstances for termination

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

8. Remedies: Legal remedies available in case of breach, including injunctive relief

9. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Optional provision preventing solicitation of employees, customers, or business partners

2. Non-Competition: Optional restriction on competitive activities during and after the agreement term

3. Assignment Rights: Optional provision regarding rights to transfer or assign the agreement

4. Survival: Optional clause specifying which provisions survive termination of the agreement

Suggested Schedules

1. Schedule A - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule C - Security Procedures: Specific procedures and protocols for handling and protecting 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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Healthcare
Financial Services
Manufacturing
Professional Services

Relevant Teams

Human Resources
Legal
Research & Development
Finance
Operations

Relevant Roles

Consultant
Contractor
Employee
Intern
Vendor

Industries

Defend Trade Secrets Act (DTSA): Federal law from 2016 that provides uniform federal protection for trade secrets and allows companies to file civil lawsuits in federal court for trade secret misappropriation

Economic Espionage Act: Federal law from 1996 that criminalizes the theft of trade secrets and provides for federal prosecution of trade secret theft

Freedom of Information Act (FOIA): Federal law that may impact how government contractors handle confidential information and its potential disclosure

Securities Exchange Act: Federal law governing insider trading regulations which may intersect with NDAs when confidential information includes material non-public information

Uniform Trade Secrets Act (UTSA): Model law adopted by most states that provides framework for trade secret protection at the state level

State Trade Secret Laws: State-specific variations of trade secret protection laws that may provide additional or different requirements from federal law

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

State Employment Laws: State-specific laws governing employment relationships and restrictions on employee obligations

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations of law to government authorities, which must be explicitly acknowledged in NDAs

Enforceability Requirements: Legal requirements for NDA validity including reasonable scope, duration, legitimate business interest, and consideration

Confidential Information Definition: Clear and specific definition of what constitutes confidential information under the agreement

Geographic Limitations: Reasonable territorial scope of the NDA's applicability

Material Return Provisions: Requirements for the return or destruction of confidential materials upon agreement termination

Remedies Clause: Specific remedies available in case of breach, including potential injunctive relief and damages

Survival Clause: Provisions specifying which obligations continue after the agreement's termination

Find the exact document you need

Individual Non Disclosure Agreement

A U.S.-governed agreement protecting an organization's confidential information from disclosure by an individual recipient.

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Authors

Alex Denne

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