Unilateral Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Unilateral Non Disclosure Agreement

"I need a Unilateral Non Disclosure Agreement to protect proprietary software code and development processes that we'll be sharing with a potential manufacturing partner in California, with special emphasis on data security protocols and a three-year confidentiality period starting March 2025."

Document background
A Unilateral Non Disclosure Agreement is essential when an organization needs to share sensitive information with another party while maintaining control over its use and disclosure. This document, governed by U.S. federal and state laws, is commonly used in business negotiations, potential partnerships, vendor relationships, and employment contexts. It defines confidential information, establishes protection requirements, sets usage limitations, and outlines consequences of unauthorized disclosure. The agreement specifically addresses requirements under the Defend Trade Secrets Act and includes necessary whistleblower provisions.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'

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

5. Permitted Uses: Allowed uses of confidential information

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

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

Optional Sections

1. Whistleblower Provisions: Required if agreement covers employees or contractors - includes DTSA immunity provisions

2. Security Measures: Specific security requirements for protecting information - used for highly sensitive information

3. Non-Competition: Restrictions on competitive activities - used when additional protection beyond confidentiality is needed

Suggested Schedules

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

2. Security Protocols: Specific procedures for handling confidential information

3. Authorized Representatives: List of individuals authorized to receive 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) 2016: Federal law providing protection for trade secrets and mandatory whistleblower immunity provisions that must be included in NDAs

Economic Espionage Act 1996: Federal law establishing criminal penalties for trade secret theft

Federal Securities Laws: SEC regulations regarding confidentiality agreements and Dodd-Frank Act whistleblower provisions

Uniform Trade Secrets Act (UTSA): State-level law adopted by most states defining trade secrets and misappropriation

State Contract Laws: State-specific requirements for contract formation, consideration requirements, and enforcement provisions

State Employment Laws: State-specific restrictions on employee NDAs and non-compete limitations

Duration Requirements: Legal considerations regarding reasonable time limits and perpetual obligations for trade secrets

Scope Limitations: Legal requirement that NDAs must be reasonable, not overly broad, with clear definition of confidential information

Public Policy Exceptions: Mandatory exceptions for government investigations, court orders, and whistleblower protections

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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