Non-Disclosure Agreement for United States
Generate a non-disclosure agreement that complies with United States law, with 9 mandatory clauses and 6 compliance checks built in.
What's required
Trade Secret Definition (DTSA + UTSA)
18 U.S.C. § 1839(3) (DTSA); UTSA § 1(4)
DTSA Whistleblower Immunity Notice
18 U.S.C. § 1833(b) (DTSA Whistleblower Immunity)
Consideration Statement
Common law consideration requirement
Permitted Disclosures
Return of Materials
Severability
Common law severability doctrine
Entire Agreement / Merger Clause
Common law parol evidence rule
Electronic Signature Authorization
15 U.S.C. § 7001 (E-SIGN Act)
Trade Secret Definition
18 U.S.C. § 1836 (Defend Trade Secrets Act)
What's prohibited
All information exchanged between the parties is confidential (without limitation or definition)
Overly broad, catch-all definitions of confidential information without reasonable limitations are disfavored by courts and may render the NDA unenforceable. Confidential information must be identifiable and distinguishable from general knowledge.
Waiver of whistleblower protections
Provisions that purport to waive an individual's right to report violations of law to government authorities are unenforceable and may violate the DTSA, Dodd-Frank Act, and other federal whistleblower protection statutes.
Non-Disclosure Agreement in other jurisdictions
Other contracts for United States
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