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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.

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