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Restrictive legend clause: Copy, customize, and use instantly

Introduction

A restrictive legend clause sets out the rules for how certain materials, like documents, securities, or intellectual property, can be used, transferred, or disclosed. It ensures that sensitive or confidential information is protected and that both parties’ rights are upheld as agreed. This clause is often used for materials subject to legal or regulatory restrictions, intellectual property rights, or confidentiality requirements.

Below are examples of restrictive legend clauses for different situations. Copy, customize, and insert them into your agreement.

Standard restrictive legend clause

This variation applies when a basic restrictive legend is placed on materials.

All copies of this agreement and any related documents or materials shall bear the following restrictive legend: "This document is subject to the restrictions outlined in [Section] of the agreement. Unauthorized use, duplication, or disclosure is prohibited."

Restrictive legend clause for securities

This variation applies when securities are subject to a restrictive legend.

The securities issued under this agreement shall bear a legend in the following form: "These securities have not been registered under the Securities Act of 1933 and may not be sold, transferred, or otherwise disposed of except in accordance with the restrictions set forth in the agreement."

Restrictive legend clause for intellectual property

This variation applies to materials related to intellectual property.

All copies of the intellectual property covered by this agreement must bear the following restrictive legend: "This material is protected under copyright law. Unauthorized use, reproduction, or distribution is prohibited and may result in legal action."

Restrictive legend clause for confidential information

This variation applies when confidential information is disclosed.

The confidential information disclosed in this agreement shall bear the following restrictive legend: "This information is confidential and proprietary to [Party Name]. Disclosure or distribution to any third party without prior written consent is prohibited."

Restrictive legend clause for regulatory compliance

This variation applies when materials are subject to regulatory compliance restrictions.

All copies of the materials provided under this agreement shall bear a legend in the following form: "This document contains regulated content and may not be used, distributed, or disclosed except as permitted under applicable laws and regulations."

Restrictive legend clause for transfer restrictions

This variation applies when there are restrictions on the transfer of ownership or rights.

The materials provided under this agreement shall bear the following restrictive legend: "The transfer or assignment of the rights associated with this document is prohibited without the express written consent of [Party Name]."

Restrictive legend clause for non-public information

This variation applies when non-public information is being provided.

All copies of the non-public information disclosed under this agreement shall bear the following restrictive legend: "This information is not publicly available and is provided subject to confidentiality restrictions outlined in the agreement."

Restrictive legend clause for restricted access materials

This variation applies when access to materials is restricted.

The following restrictive legend must be affixed to all copies of the restricted materials: "Access to this material is limited to authorized individuals only. Unauthorized access, duplication, or dissemination is strictly prohibited."

Restrictive legend clause for use in specific jurisdictions

This variation applies when materials are restricted for use in certain jurisdictions.

This document and all associated materials shall bear the following restrictive legend: "The use, distribution, or disclosure of this document is restricted to jurisdictions where such activities are permitted by law."

Restrictive legend clause for documents containing trade secrets

This variation applies to documents containing trade secrets.

All copies of documents containing trade secrets under this agreement must bear the following restrictive legend: "This document contains trade secrets of [Party Name] and may not be disclosed to third parties without the express written consent of [Party Name]."

Restrictive legend clause for stock certificates

This variation applies to stock certificates with transfer restrictions.

The stock certificates issued pursuant to this agreement shall bear a restrictive legend stating: "The transfer of these shares is subject to the terms and conditions of the agreement and may not be transferred except in compliance with those terms."

Restrictive legend clause for agreements containing sensitive information

This variation applies when the agreement contains sensitive or private information.

The agreement and all materials associated with it shall be marked with the following restrictive legend: "This agreement contains sensitive information and is subject to confidentiality restrictions. Unauthorized distribution is prohibited."

Restrictive legend clause for securities with resale restrictions

This variation applies when securities are subject to resale restrictions.

The securities issued under this agreement shall bear the following restrictive legend: "The resale of these securities is restricted under the terms of the agreement. The holder may not sell or transfer these securities without prior approval as outlined in the agreement."

Restrictive legend clause for use in compliance with export control laws

This variation applies when materials are subject to export control laws.

The following restrictive legend must be affixed to all copies of materials provided: "These materials are subject to U.S. export control laws and may not be distributed to foreign nationals without compliance with those laws."

Restrictive legend clause for non-assignable rights

This variation applies when the rights are non-assignable.

The materials provided under this agreement shall bear the following restrictive legend: "The rights to this document are non-assignable and may not be transferred to any third party without the express written consent of [Party Name]."

Restrictive legend clause for limited use documents

This variation applies when the use of documents is limited.

All copies of this document shall bear the following restrictive legend: "This document is provided for limited use under the terms of the agreement and may not be reproduced, distributed, or used for any purpose other than as authorized."

Restrictive legend clause for restricted government contracts

This variation applies to government contracts with restrictions.

The document and associated materials related to government contracts must bear the following restrictive legend: "These materials are subject to government use restrictions and may not be disclosed to third parties without prior government approval."

Restrictive legend clause for materials containing personal data

This variation applies when the materials contain personal data subject to data protection laws.

The materials containing personal data shall bear the following restrictive legend: "These materials contain personal data and are subject to data protection laws. Unauthorized access, use, or disclosure is prohibited."

Restrictive legend clause for exclusive rights

This variation applies when the material has exclusive rights attached.

The materials provided under this agreement shall bear the following restrictive legend: "The rights to use, modify, or distribute these materials are exclusive to the receiving party and may not be transferred or sublicensed without prior written approval."

Restrictive legend clause for limited disclosure to affiliates

This variation applies when disclosure is limited to affiliates only.

The materials provided under this agreement shall bear the following restrictive legend: "These materials may only be disclosed to affiliates of the receiving party and may not be shared with any third party outside the receiving party's organization."

Restrictive legend clause for intellectual property usage restrictions

This variation applies when intellectual property usage is restricted.

All copies of the intellectual property provided under this agreement shall bear the following restrictive legend: "This intellectual property may only be used for the purposes specified in the agreement and is subject to the limitations outlined therein."

Restrictive legend clause for licensed software

This variation applies when software is licensed with restrictions.

The software provided under this agreement shall bear the following restrictive legend: "This software is licensed, not sold. The license is non-transferable and may not be sublicensed or distributed to third parties."

Restrictive legend clause for data sharing restrictions

This variation applies when data sharing is restricted.

The data provided under this agreement shall bear the following restrictive legend: "This data may not be shared with any third party without the prior written consent of the disclosing party, and any unauthorized sharing will result in legal action."

Restrictive legend clause for trade secret protection

This variation applies when materials contain trade secrets.

All documents containing trade secrets under this agreement must bear the following restrictive legend: "This document contains trade secrets and is protected under [specified law]. Unauthorized use, reproduction, or distribution is prohibited."

Restrictive legend clause for materials provided for specific use

This variation applies when materials are provided for specific use only.

The materials provided are for the exclusive use of the recipient and shall bear the following restrictive legend: "These materials are provided for use in accordance with the agreement and may not be distributed or used for any other purpose without permission."

Restrictive legend clause for non-disclosure of pricing information

This variation applies when pricing information is restricted.

All documents containing pricing information shall bear the following restrictive legend: "This pricing information is confidential and may not be disclosed to any third party without prior consent from [Party Name]."

Restrictive legend clause for confidential reports

This variation applies when reports are confidential.

All confidential reports provided under this agreement must bear the following restrictive legend: "This report contains confidential information and is intended for internal use only. Unauthorized disclosure is prohibited."

Restrictive legend clause for non-circulation of marketing materials

This variation applies when marketing materials are restricted from circulation.

All marketing materials provided under this agreement shall bear the following restrictive legend: "These materials are for internal use only and may not be circulated or distributed outside the authorized recipient group."

Restrictive legend clause for use of proprietary technology

This variation applies when proprietary technology is provided with usage restrictions.

The technology provided under this agreement shall bear the following restrictive legend: "This proprietary technology may not be used, modified, or sublicensed without the prior written approval of [Party Name]."

Restrictive legend clause for materials subject to confidentiality agreement

This variation applies when materials are subject to an overarching confidentiality agreement.

All materials provided under this agreement shall bear the following restrictive legend: "These materials are subject to the confidentiality agreement signed between the parties and may not be disclosed to any third party."

This variation applies when data is related to government use.

The materials provided under this agreement shall bear the following restrictive legend: "These materials are provided for government use only and may not be disclosed to unauthorized parties under any circumstances."

Restrictive legend clause for limited distribution

This variation applies when distribution is limited to a specific group.

These materials are for the exclusive use of [specified group] and shall bear the following restrictive legend: "Unauthorized distribution of these materials is prohibited."

Restrictive legend clause for non-transferable documents

This variation applies when documents cannot be transferred to third parties.

The document is provided under the terms of this agreement and may not be transferred, assigned, or disclosed to any third party without prior written consent from [Party Name].

Restrictive legend clause for confidential research data

This variation applies to confidential research data.

This research data is confidential and proprietary to [Party Name] and may not be reproduced, disclosed, or used without express permission from [Party Name].

Restrictive legend clause for intellectual property protection

This variation applies when intellectual property is involved.

This material contains proprietary intellectual property and is protected under [specified laws]. Any unauthorized use, copying, or distribution is prohibited.

Restrictive legend clause for non-disclosure of financial terms

This variation applies to financial terms that are confidential.

The financial terms of this agreement are confidential and are not to be disclosed to any third party without prior written approval from [Party Name].

Restrictive legend clause for use in specific jurisdictions only

This variation applies when materials are restricted to certain jurisdictions.

These materials may only be used in [specified jurisdiction] and may not be transferred or disclosed outside of this jurisdiction without the express consent of [Party Name].

Restrictive legend clause for restricted use in public markets

This variation applies when use in public markets is restricted.

This document is intended for private use only and may not be used, disclosed, or distributed in public markets or to the public without express consent from [Party Name].

Restrictive legend clause for non-circulation of marketing materials

This variation applies to marketing materials that cannot be circulated.

The marketing materials contained within this document are confidential and may not be distributed or circulated without prior approval from [Party Name].

Restrictive legend clause for materials subject to export controls

This variation applies to materials subject to export controls.

These materials are subject to export control laws and may not be transferred or disclosed to foreign persons or entities without compliance with applicable law.

Restrictive legend clause for regulatory compliance

This variation applies to materials with regulatory restrictions.

The materials provided under this agreement are subject to regulatory compliance rules. Unauthorized use, copying, or distribution is prohibited by law.

Restrictive legend clause for materials with trade secret protection

This variation applies to materials containing trade secrets.

This document contains trade secrets of [Party Name] and may not be used, reproduced, or disclosed without prior written consent from [Party Name].

Restrictive legend clause for financial documents

This variation applies to financial documents that are restricted.

These financial documents are provided for internal use only and are not to be disclosed or distributed outside of [Party Name] without prior consent.

Restrictive legend clause for non-disclosure of contract terms

This variation applies when contract terms are to be kept confidential.

The terms of this contract are confidential and are not to be disclosed, used, or shared with third parties without written approval from [Party Name].

Restrictive legend clause for copyright-protected content

This variation applies when content is copyright-protected.

This material is copyrighted by [Party Name]. Unauthorized use, reproduction, or distribution of this content is strictly prohibited by copyright laws.

Restrictive legend clause for non-assignable agreements

This variation applies when the agreement cannot be assigned to others.

This agreement and any rights under it are non-assignable and may not be transferred to any third party without the written consent of [Party Name].

Restrictive legend clause for materials under licensing agreements

This variation applies to licensed materials.

This document is licensed and not sold. The license is non-transferable, and any use, reproduction, or distribution beyond the terms of the license is prohibited.

Restrictive legend clause for non-sharing of proprietary materials

This variation applies when proprietary materials cannot be shared.

The proprietary materials contained in this document are confidential and may not be shared, distributed, or used by any third party without the express consent of [Party Name].

Restrictive legend clause for restricted research data

This variation applies to research data with restricted access.

The research data provided here is restricted to use by [Party Name] and may not be shared or distributed without prior written consent.

Restrictive legend clause for classified information

This variation applies to classified information.

The information contained in this document is classified and may not be disclosed, shared, or distributed without the express written approval of [Party Name] or as required by law.

Restrictive legend clause for proprietary software

This variation applies to proprietary software.

This software is proprietary to [Party Name] and may not be copied, distributed, or modified without the express permission of [Party Name].

Restrictive legend clause for sensitive materials under non-disclosure agreements

This variation applies when sensitive materials are covered under a non-disclosure agreement (NDA).

The materials provided under this agreement are sensitive and are governed by the terms of the non-disclosure agreement. Unauthorized disclosure, use, or distribution is prohibited.

Restrictive legend clause for compliance with privacy laws

This variation applies when materials are subject to privacy laws.

The personal information in this document is protected by privacy laws and may not be used or disclosed without compliance with applicable legal requirements.

Restrictive legend clause for restricted distribution of documents

This variation applies when document distribution is restricted.

These documents are provided for the exclusive use of [Party Name] and may not be distributed or shared with any third party without prior written approval.

Restrictive legend clause for confidential contract details

This variation applies when contract details must remain confidential.

All details regarding this contract are confidential and may not be shared or disclosed without prior written consent from [Party Name].

Restrictive legend clause for non-circulation of internal memos

This variation applies when internal memos cannot be circulated.

This internal memorandum is confidential and may not be distributed, circulated, or disclosed outside of [Party Name] without express written consent.

Restrictive legend clause for restricted use of marketing strategies

This variation applies to marketing strategies that are restricted.

The marketing strategies and materials in this document are proprietary and may not be copied, shared, or used for any purpose other than as authorized in this agreement.

This variation applies when legal documents are classified.

This legal document contains classified information and may not be disclosed or distributed to third parties without the express written consent of [Party Name].

Restrictive legend clause for vendor confidentiality

This variation applies to vendor-related information under confidentiality.

The materials provided to the vendor under this agreement are confidential and are not to be shared, reproduced, or disclosed to any third party without the written consent of [Party Name].

Restrictive legend clause for materials governed by patent rights

This variation applies to materials governed by patent rights.

This document contains materials protected under patent law. Any unauthorized use, distribution, or modification is prohibited under patent law.

Restrictive legend clause for restricted intellectual property

This variation applies to restricted intellectual property.

The intellectual property provided under this agreement is protected and may not be used, copied, or disclosed without the express written consent of [Party Name].

Restrictive legend clause for non-disclosure of key metrics

This variation applies to key metrics that are confidential.

The key metrics presented in this document are confidential and may not be disclosed or used for any purpose outside of the terms of this agreement.

Restrictive legend clause for restricted financial reporting

This variation applies to restricted financial reporting.

The financial reporting contained in this document is for internal use only and may not be shared, disclosed, or used for any external purposes without prior written approval from [Party Name].

This variation applies when materials are related to security.

This material is classified as security-sensitive and may not be disclosed, copied, or distributed without prior authorization from [Party Name].

Restrictive legend clause for non-circulation of proprietary content

This variation applies when proprietary content is restricted from circulation.

The proprietary content in this document is confidential and may not be circulated, shared, or disclosed to any unauthorized parties without the express written consent of [Party Name].

Restrictive legend clause for use of customer data

This variation applies when customer data is restricted.

The customer data provided in this document is confidential and may not be shared, used, or disclosed except in accordance with applicable privacy laws and the terms of the agreement.

Restrictive legend clause for restricted contractual obligations

This variation applies when certain contractual obligations are restricted.

This document contains contractual obligations that are restricted in scope and may not be disclosed, assigned, or transferred without written approval from both parties involved in the agreement.

Restrictive legend clause for security documents

This variation applies to documents that involve security.

This document is a security document and may not be disclosed, transferred, or reproduced without the prior written consent of [Party Name].

Restrictive legend clause for confidential research and development data

This variation applies to research and development data.

The research and development data in this document is confidential and may not be shared, disclosed, or used for any purpose other than as permitted by the terms of this agreement.

Restrictive legend clause for restricted access to trade secrets

This variation applies to restricted access to trade secrets.

The trade secrets contained in this document are restricted and may not be disclosed or used for any purpose other than as authorized under this agreement. Unauthorized access or use is prohibited.

Restrictive legend clause for unauthorized distribution of proprietary materials

This variation applies when proprietary materials cannot be distributed without consent.

These proprietary materials may not be distributed to any third parties without the express written consent of [Party Name], and any unauthorized distribution is prohibited.

Restrictive legend clause for restricted access to confidential documents

This variation applies when access to documents is restricted.

These documents are confidential and are provided solely for the internal use of [Party Name]. Any disclosure or distribution to third parties is strictly prohibited without the express written consent of [Party Name].

Restrictive legend clause for non-transferable digital content

This variation applies to digital content that cannot be transferred.

The digital content provided under this agreement is non-transferable. It may not be reproduced, shared, or distributed to any third party without the express written consent of [Party Name].

Restrictive legend clause for non-use of trademarked content

This variation applies when trademarked content cannot be used.

This content contains trademarked material owned by [Party Name]. Unauthorized use, reproduction, or distribution of these materials is prohibited and may result in legal action.

Restrictive legend clause for intellectual property subject to licensing

This variation applies when intellectual property is subject to licensing.

The intellectual property contained in this document is licensed and not sold. The license is non-transferable and subject to the terms outlined in the agreement. Any unauthorized use or distribution is prohibited.

Restrictive legend clause for restricted information during contract negotiation

This variation applies when information is restricted during negotiation.

All documents exchanged during contract negotiation are confidential. They may not be disclosed, copied, or distributed to third parties without prior written consent from both parties.

Restrictive legend clause for restricted project data

This variation applies when project data is restricted.

The project data provided under this agreement is confidential and may not be shared or disclosed outside of the agreement's scope. Unauthorized distribution is prohibited.

This variation applies when legal documents are restricted.

The legal documents in this agreement are confidential and may not be shared with any third party without prior written consent from [Party Name].

Restrictive legend clause for non-sharing of business plans

This variation applies when business plans are confidential.

The business plan provided in this document contains proprietary information and may not be shared with third parties without the express consent of [Party Name].

Restrictive legend clause for confidential product designs

This variation applies to confidential product designs.

The product designs in this document are confidential and proprietary. They may not be reproduced, distributed, or used without the express written consent of [Party Name].

Restrictive legend clause for restriction on marketing materials

This variation applies to marketing materials.

The marketing materials in this document are confidential and are provided for internal use only. Any external distribution or use is prohibited without the written consent of [Party Name].

Restrictive legend clause for financial data confidentiality

This variation applies to financial data.

All financial data provided under this agreement is confidential. Disclosure of this data to any third party is prohibited without the express written consent of [Party Name].

Restrictive legend clause for non-use of proprietary formulas

This variation applies to proprietary formulas.

The formulas contained in this document are proprietary to [Party Name] and may not be used, disclosed, or distributed without the express written consent of [Party Name].

Restrictive legend clause for proprietary software protection

This variation applies when software is proprietary.

This software is proprietary to [Party Name]. Unauthorized use, copying, or redistribution of the software is prohibited by law and may result in legal consequences.

Restrictive legend clause for materials subject to confidentiality agreement

This variation applies to materials covered by a confidentiality agreement.

The materials provided are subject to the confidentiality agreement signed by the parties. Unauthorized distribution or disclosure of these materials is prohibited and may result in penalties.

Restrictive legend clause for non-disclosure of non-public information

This variation applies to non-public information.

The non-public information disclosed in this agreement is confidential and may not be disclosed to any third party without prior written consent from [Party Name].

This variation applies to legal documents with restrictions.

The documents provided under this agreement are subject to legal restrictions. Unauthorized use, reproduction, or distribution is prohibited by applicable law.

Restrictive legend clause for sensitive employee information

This variation applies to sensitive employee information.

The employee-related information provided is confidential and may not be shared with any third party outside of the provisions of this agreement without written consent from [Party Name].

Restrictive legend clause for trade secrets protection

This variation applies to trade secrets.

This document contains trade secrets and proprietary information of [Party Name] and may not be used, disclosed, or duplicated without the prior written consent of [Party Name].

Restrictive legend clause for non-redistribution of confidential content

This variation applies to confidential content.

This content is confidential and is provided under a non-redistribution agreement. Unauthorized sharing, redistribution, or duplication is prohibited.

Restrictive legend clause for compliance with anti-bribery laws

This variation applies when materials must comply with anti-bribery laws.

These materials are provided in compliance with anti-bribery and corruption laws. Unauthorized use, sharing, or distribution is prohibited by law.

Restrictive legend clause for restricted personal data access

This variation applies when personal data access is restricted.

This document contains personal data subject to privacy laws and may not be accessed, used, or shared without the prior written consent of [Party Name].

Restrictive legend clause for non-disclosure of marketing strategies

This variation applies to marketing strategies.

The marketing strategies detailed in this document are proprietary to [Party Name] and may not be disclosed to any third party without prior written consent.

Restrictive legend clause for restricted distribution to third parties

This variation applies when distribution to third parties is restricted.

The materials contained in this document may not be shared, distributed, or disclosed to any third party without the express written consent of [Party Name].

Restrictive legend clause for non-disclosure of business operations

This variation applies to business operations information.

Information regarding [Party Name]’s business operations contained in this document is confidential and may not be disclosed to third parties without prior written consent.

Restrictive legend clause for restrictions on use of financial terms

This variation applies to financial terms.

The financial terms provided in this document are confidential and may not be used, disclosed, or distributed to any third party without prior written approval from [Party Name].

Restrictive legend clause for restriction on publishing results

This variation applies to results that cannot be published.

The results contained in this document are confidential and may not be published or shared without prior written consent from [Party Name].

This variation applies when materials must be legally reviewed before disclosure.

The materials contained in this document are subject to legal review and approval before any disclosure can occur. Unauthorized distribution or disclosure is prohibited.

Restrictive legend clause for restricted distribution of competitive information

This variation applies to competitive information.

The competitive information in this document is confidential and is not to be disclosed, shared, or distributed to competitors without the express written consent of [Party Name].

Restrictive legend clause for use of proprietary research

This variation applies to proprietary research.

The proprietary research contained in this document is confidential and may not be disclosed, shared, or reproduced without the written consent of [Party Name].

Restrictive legend clause for restriction on use of promotional content

This variation applies to promotional content.

The promotional content provided under this agreement is confidential and may not be used, distributed, or reproduced without the express written approval of [Party Name].

This variation applies to legal documents with redistribution restrictions.

The legal documents provided under this agreement are confidential and may not be redistributed or disclosed to any third party without prior written consent from [Party Name].

Restrictive legend clause for restriction on sharing trade secrets

This variation applies to trade secrets with sharing restrictions.

This document contains trade secrets and confidential information of [Party Name]. Unauthorized sharing or distribution is prohibited and may result in legal action.

Restrictive legend clause for restricted use of product information

This variation applies to product-related information.

The product-related information contained in this document is confidential and may not be used, disclosed, or shared without the prior written consent of [Party Name].

Restrictive legend clause for restriction on use of business model

This variation applies to business model-related information.

The business model information provided in this document is proprietary to [Party Name] and may not be used, disclosed, or shared with third parties without prior consent.

Restrictive legend clause for non-circulation of internal reports

This variation applies to internal reports.

The internal reports in this document are confidential and may not be circulated, shared, or disclosed to any external parties without express permission from [Party Name].

Restrictive legend clause for protection of personal data in marketing materials

This variation applies when personal data is included in marketing materials.

This document contains personal data used in marketing materials. The data may not be disclosed, shared, or used for any purpose outside of the terms of this agreement.

Restrictive legend clause for restricted access to data sets

This variation applies when data sets are restricted.

The data sets provided under this agreement are confidential and may not be accessed, used, or shared by any third party without the express consent of [Party Name].

Restrictive legend clause for materials with intellectual property protections

This variation applies to materials with intellectual property protections.

The materials provided are protected by intellectual property laws and may not be copied, distributed, or modified without prior written consent from [Party Name].

Restrictive legend clause for use of confidential designs

This variation applies when confidential designs are involved.

The designs included in this document are confidential and proprietary to [Party Name]. Unauthorized use or disclosure of these designs is strictly prohibited.

Restrictive legend clause for restricted sharing of contract details

This variation applies when contract details cannot be shared.

The details of this contract are confidential and may not be shared, used, or disclosed to any third party without prior written approval from [Party Name].

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

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