Non Disclosure Agreement It Services Template for United States

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Key Requirements PROMPT example:

Non Disclosure Agreement It Services

"I need a Non Disclosure Agreement IT Services for my software development company to protect our proprietary code and client data when working with an external cloud infrastructure provider starting March 2025, with special emphasis on data privacy compliance and security protocols."

Document background
The Non Disclosure Agreement IT Services is essential when engaging external IT service providers who will have access to sensitive business information, systems, or data. This agreement, governed by U.S. law, establishes confidentiality obligations, defines protected information, and outlines security requirements. It's particularly crucial in today's digital environment where IT service providers often require access to proprietary systems, source code, business processes, and sensitive data. The agreement helps ensure compliance with federal and state regulations while protecting intellectual property and trade secrets.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including legal entities and addresses

2. Background: Context of the agreement and purpose for sharing confidential information

3. Definitions: Clear definitions of confidential information, trade secrets, and other key terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared

7. Term and Termination: Duration of the agreement and termination conditions

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

9. Governing Law: Applicable jurisdiction and choice of law

Optional Sections

1. Security Requirements: Specific technical security measures required for protecting digital assets and systems

2. Data Privacy Compliance: Specific provisions for compliance with data protection laws and regulations

3. Non-Solicitation: Restrictions on hiring or soliciting employees during and after the agreement period

4. Insurance Requirements: Specific insurance coverage requirements for high-value information or systems

5. Audit Rights: Rights to audit compliance with the agreement, particularly for high-risk or regulated industries

Suggested Schedules

1. Schedule A - Description of Services: Detailed description of IT services being provided

2. Schedule B - Specific Confidential Information: Detailed list of specific confidential information covered

3. Schedule C - Security Protocols: Technical security requirements and protocols

4. Schedule D - Authorized Representatives: List of authorized personnel who may access confidential information

5. Schedule E - Data Processing Requirements: Specific requirements for handling and processing data

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
Clauses
Industries

Defend Trade Secrets Act (DTSA): Federal law from 2016 that provides uniform federal protection for trade secrets and allows companies to file trade secret cases directly in federal courts

Economic Espionage Act: Federal law from 1996 that criminalizes trade secret theft, particularly focusing on foreign economic espionage

Computer Fraud and Abuse Act (CFAA): Federal legislation that addresses computer-related crimes and unauthorized access to protected computers and data

Electronic Communications Privacy Act (ECPA): Federal law governing the privacy of electronic communications and data stored electronically

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

California Consumer Privacy Act (CCPA): State law providing California residents with rights regarding their personal information and imposing obligations on businesses handling such data

HIPAA: Federal law protecting medical information privacy, relevant if IT services involve healthcare data

GLBA: Federal law governing the handling of personal financial information, relevant if IT services involve financial institutions

Copyright Act: Federal law protecting original works of authorship, including software and technical documentation

State Employment Laws: Various state-specific regulations affecting employment relationships and restrictive covenants

Contract Law Fundamentals: Basic principles including consideration, enforceability, severability, and jurisdiction requirements

SOX Compliance: Sarbanes-Oxley Act requirements for IT systems handling financial reporting in public companies

PCI DSS: Payment Card Industry Data Security Standard requirements for handling payment card information

Breach Notification Laws: State-specific requirements for notifying affected parties in case of data breaches

Security Standards: Industry-specific security requirements and best practices for protecting 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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