International NDA Agreement Template for United States

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Key Requirements PROMPT example:

International NDA Agreement

"I need an International NDA Agreement to protect proprietary software technology being shared with a manufacturing partner in Japan, with specific provisions for source code protection and data privacy compliance across borders."

Document background
The International NDA Agreement becomes necessary when organizations need to share sensitive information across national borders while ensuring legal protection under US jurisdiction. This document is particularly crucial in today's globalized business environment, where international collaborations are common. It provides comprehensive protection for trade secrets, proprietary information, and intellectual property, while addressing specific challenges of international enforcement and varying legal standards across jurisdictions. The agreement typically includes provisions for data protection compliance, dispute resolution mechanisms, and specific requirements for handling confidential information in different countries.
Suggested Sections

1. Parties: Identification of all parties involved in the agreement, including full legal names and addresses

2. Background/Recitals: Context and purpose of the NDA, including the nature of the relationship between parties

3. Definitions: Clear definitions of key terms, especially 'Confidential Information'

4. Scope of Confidentiality: Detailed description of what information is covered and protected

5. Obligations of Receiving Party: Specific duties regarding the protection and non-disclosure of confidential information

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

7. Governing Law: Specification of applicable jurisdiction and choice of law

Optional Sections

1. Return of Confidential Information: Procedures for returning or destroying confidential information when physical or digital materials are shared

2. Non-Solicitation: Prohibition on soliciting employees or customers, used when there's risk of employee or customer poaching

3. International Data Transfer: Provisions for cross-border data transfers, essential when data will cross national borders

4. Dispute Resolution: Procedures for handling disputes through arbitration or mediation

5. Force Majeure: Provisions for unforeseeable circumstances, typically included for long-term obligations

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of protected information

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

3. Security Protocols: Specific procedures for handling and protecting confidential information

4. Excluded Information: List of information specifically excluded from confidentiality obligations

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

Industries

Federal Trade Secrets Laws: Includes the Defend Trade Secrets Act (DTSA) of 2016 and Economic Espionage Act of 1996, which provide federal protection for trade secrets and confidential information

State Trade Secret Laws: Uniform Trade Secrets Act (UTSA) adopted by most US states and state-specific trade secret protections that may apply depending on jurisdiction

International Trade Laws: International Trade Secrets Act, relevant international treaties and conventions, and World Trade Organization (WTO) agreements that govern international trade relations

Data Protection and Privacy Laws: Including GDPR for EU parties, CCPA for California parties, and other international data protection laws that may affect confidential information handling

Contract Law: State contract laws, United Nations Convention on Contracts for International Sale of Goods (CISG), and choice of law provisions that govern contract formation and enforcement

Intellectual Property Laws: Patent Act, Copyright Act, and trademark laws that may affect the protection of intellectual property mentioned in the NDA

Employment Laws: Federal and state-specific employment laws that may affect NDAs involving employees or contractors

Export Control Laws: Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR) governing international transfer of certain information

Jurisdiction and Enforcement: Considerations for jurisdiction, choice of law, enforcement mechanisms, and international arbitration provisions

Confidentiality Parameters: Definition of confidential information, duration of obligations, and requirements for return/destruction of confidential information

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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