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Non Disclosure Non Circumvention And Non Competition Agreement Template for United States

This comprehensive agreement combines three critical protective measures for businesses operating in the United States: confidentiality provisions to protect sensitive information, non-circumvention clauses to prevent bypassing the disclosing party in business dealings, and non-competition restrictions to prevent unfair competition. The agreement must comply with federal laws and state-specific requirements, particularly regarding the enforceability of non-compete provisions, which vary significantly by jurisdiction. Special attention must be paid to state-specific restrictions, such as California's general prohibition on non-compete agreements.

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What is a Non Disclosure Non Circumvention And Non Competition Agreement?

The Non-Disclosure, Non-Circumvention, and Non-Competition Agreement is essential for businesses seeking comprehensive protection of their confidential information, business relationships, and competitive advantage. This agreement is particularly relevant in the United States where trade secret protection is governed by both federal and state laws. It is commonly used when engaging employees, contractors, or business partners who will have access to sensitive information or business opportunities. The agreement must be carefully drafted to ensure enforceability across different state jurisdictions, especially regarding non-compete provisions which face varying levels of restriction by state.

What sections should be included in a Non Disclosure Non Circumvention And Non Competition Agreement?

1. Parties: Identification of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including Confidential Information, Restricted Business, Territory

4. Confidentiality Obligations: Scope of confidential information and detailed protection requirements, including use restrictions and security measures

5. Non-Circumvention Provisions: Restrictions on bypassing the disclosing party or directly engaging with their business relationships

6. Non-Competition Provisions: Scope, duration, and geographic limitations of competition restrictions, including specific prohibited activities

7. Term and Termination: Duration of agreement and conditions for termination, including notice requirements

8. Governing Law: Applicable jurisdiction and dispute resolution mechanisms

What sections are optional to include in a Non Disclosure Non Circumvention And Non Competition Agreement?

1. Consideration: Details of any payment or value exchange when specific consideration beyond employment is provided

2. Return of Materials: Procedures for returning or destroying confidential information and verification requirements

3. Survival Clause: Provisions that continue after termination of the agreement

4. Assignment Rights: Rights and restrictions regarding the assignment of the agreement to other parties

5. Severability: Provisions for maintaining validity of remaining clauses if certain provisions are found unenforceable

What schedules should be included in a Non Disclosure Non Circumvention And Non Competition Agreement?

1. Schedule A - Confidential Information: Detailed list and categories of protected information types

2. Schedule B - Restricted Activities: Specific activities prohibited under the non-compete provisions

3. Schedule C - Geographic Restrictions: Detailed description or map of territories where non-compete applies

4. Schedule D - Consideration Details: Breakdown of any payments, benefits, or other consideration provided under the agreement

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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