Subcontractor Confidentiality Agreement Template for United States

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Key Requirements PROMPT example:

Subcontractor Confidentiality Agreement

"I need a Subcontractor Confidentiality Agreement for my software development company based in California, specifically to protect our proprietary code and client data when working with offshore development teams in India, to be effective from January 2025."

Document background
The Subcontractor Confidentiality Agreement is essential when a primary contractor needs to share sensitive information with subcontractors to complete a project or deliver services. This U.S.-governed document establishes clear guidelines for handling confidential information, including trade secrets, proprietary data, client information, and intellectual property. It's particularly crucial in situations where subcontractors have access to sensitive business information, technical specifications, or client data. The agreement typically includes specific provisions for data protection, permitted uses, security protocols, and breach remedies.
Suggested Sections

1. Parties: Identification of the contracting parties including the primary contractor and subcontractor

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

3. Definitions: Key terms including Confidential Information, Trade Secrets, and Permitted Uses

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

5. Term and Termination: Duration of confidentiality obligations and termination conditions

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

7. Breach and Remedies: Consequences of breach and available remedies

Optional Sections

1. Non-Competition: Restrictions on competitive activities, included when protecting against competitive threats is crucial

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when protecting customer/employee relationships is important

3. Data Privacy Compliance: Specific obligations regarding data protection laws, included when dealing with personal or sensitive data

Suggested Schedules

1. Schedule of Confidential Information: Detailed list of types of confidential information covered

2. Schedule of Permitted Uses: Specific authorized uses of confidential information

3. Security Protocols: Required security measures for 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

Industries

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

Economic Espionage Act: Federal criminal law that prohibits trade secret theft and economic espionage, particularly relevant for protecting confidential business information

Computer Fraud and Abuse Act: Federal law addressing unauthorized access to computers and networks, important for protecting digital confidential information

Uniform Trade Secrets Act: State-level legislation (adopted by most states with variations) that provides framework for trade secret protection at the state level

HIPAA: Health Insurance Portability and Accountability Act - Federal law protecting medical information privacy, crucial if the subcontractor handles healthcare data

GLBA: Gramm-Leach-Bliley Act - Federal law protecting consumer financial information privacy, relevant if the subcontractor handles financial data

FERPA: Family Educational Rights and Privacy Act - Federal law protecting student education records, applicable if the subcontractor handles educational data

CCPA/CPRA: California Consumer Privacy Act/California Privacy Rights Act - State laws providing comprehensive data privacy protection for California residents

Contract Law Fundamentals: Basic principles of contract formation including offer, acceptance, consideration, and mutual intent to be bound

Independent Contractor Classification: Legal requirements and tests for properly classifying workers as independent contractors versus employees

State Non-Compete Laws: State-specific regulations governing the enforceability and limitations of non-compete agreements

First Amendment Considerations: Constitutional protections that may limit the scope of confidentiality obligations in certain circumstances

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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