Partnership Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Partnership Confidentiality Agreement

"Need a Partnership Confidentiality Agreement for a new joint venture between my tech consulting firm and a software development company, with specific provisions for protecting source code and client data, to be effective from March 2025."

Document background
The Partnership Confidentiality Agreement is essential when two or more parties enter into a business partnership involving the exchange of sensitive information. This document, governed by U.S. federal and state laws, provides a framework for protecting trade secrets, proprietary information, and other confidential data shared between partners. It outlines specific obligations, restrictions, and enforcement mechanisms to ensure secure handling of sensitive information throughout the partnership relationship. The agreement is particularly crucial in early-stage partnership discussions and ongoing business collaborations where proprietary information needs protection.
Suggested Sections

1. Parties: Identification of all partnership parties entering into the agreement

2. Background/Recitals: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement, especially 'Confidential Information'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

6. Term and Termination: Duration of the agreement and termination provisions

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

8. Governing Law: Applicable jurisdiction and choice of law

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers - include when partners want to prevent poaching of personnel or clients

2. Non-Competition: Restrictions on competing activities - include when partnership involves sensitive business operations

3. Insurance Requirements: Obligations to maintain specific insurance coverage - include when dealing with high-value confidential information

4. Data Protection: Specific provisions for handling personal data - include when confidential information includes personal data

5. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration or mediation

Suggested Schedules

1. Schedule of Designated Representatives: List of authorized individuals who may access confidential information

2. Schedule of Specific Confidential Information: Detailed list of specific confidential materials or information

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

4. Notification Requirements: Procedures for reporting breaches or unauthorized disclosures

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
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 that criminalizes the theft of trade secrets and provides protection for confidential business information

Federal Rules of Civil Procedure: Procedural rules governing enforcement of confidentiality agreements in federal courts

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

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

Common Law Contract Principles: Legal principles including contract formation requirements, consideration doctrine, and reasonableness of restrictions

Industry Regulations: Sector-specific regulations that may affect confidentiality requirements and disclosure obligations

Securities Laws: Federal and state regulations governing disclosure requirements for publicly traded companies

FTC Regulations: Federal Trade Commission rules affecting business practices and data protection

Enforceability Requirements: Legal standards for making confidentiality agreements binding and enforceable, including reasonable scope and duration

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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