The Non-Employee Confidentiality Agreement serves as a critical tool for businesses operating in the United States that need to share sensitive information with external parties while maintaining legal protection. This document is essential when engaging consultants, contractors, vendors, or other non-employees who require access to proprietary information. It incorporates provisions required by federal and state trade secret laws, establishes clear confidentiality obligations, and provides remedies for unauthorized disclosure. The agreement is particularly important in today's business environment where external collaboration is common but data protection is paramount.
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1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Clear definition of confidential information, permitted purpose, and other key terms used in the agreement
4. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
6. Security Measures: Specific requirements for protecting and safeguarding confidential information
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Return of Information: Requirements for returning or destroying confidential information upon termination
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Optional provisions preventing recipient from soliciting employees or customers of the disclosing party
2. Non-Competition: Optional restrictions on competitive activities during and after the agreement term
3. Whistleblower Provisions: Required notifications regarding whistleblower rights under federal law
4. Assignment: Provisions regarding the ability to transfer rights and obligations under the agreement
5. Insurance Requirements: Specific insurance requirements for protecting against loss or disclosure of confidential information
1. Schedule A - Description of Confidential Information: Detailed list or categories of specific confidential information covered by the agreement
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Security Protocols: Specific security measures and protocols required for protecting confidential information
4. Schedule D - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used
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