When it comes to protecting sensitive information, a confidentiality agreement is an essential document that outlines the terms and conditions for keeping that information confidential. Whether you’re a freelancer working remotely or a small business owner, a confidentiality agreement is a valuable tool to safeguard your trade secrets, client data, and other confidential information.
While you can hire a lawyer to draft a confidentiality agreement for you, there are also many simple templates available online. In this article, we’ll take a closer look at what a confidentiality agreement entails and provide a sample you can use as a starting point.
What is a confidentiality agreement?
A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a legally binding contract between two or more parties that outlines what information is considered confidential and how that information should be treated. The agreement ensures that sensitive information is not shared or used by unauthorized parties.
Why are confidentiality agreements important?
Confidentiality agreements are crucial because they protect your business’s trade secrets, client data, and other sensitive information from being stolen or leaked. It’s essential to keep certain information confidential to maintain your business’s competitive edge and protect your clients’ privacy.
Sample Simple Confidentiality Agreement
Here’s a confidentiality agreement sample you can use as a starting point. Keep in mind that this is a basic template and should be tailored to your specific needs and requirements.
[Name of Company] Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is made and entered into on [date] by and between [Name of Company], a [state] corporation with its principal place of business at [address] (the “Company”), and [Name of Individual or Entity], with its principal place of business at [address] (“Recipient”).
WHEREAS, the Company desires to disclose certain confidential information to the Recipient, and
WHEREAS, the Recipient agrees to receive such confidential information and to treat such confidential information in the manner set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
1. Definition of Confidential Information
“Confidential Information” means any and all proprietary information and trade secrets, including, but not limited to, technical information, business plans, customer data, marketing strategies, financial information, and any other information that is considered confidential.
2. Obligations of Recipient
The Recipient agrees to:
a) Use the Confidential Information only for the purpose of [insert purpose];
b) Keep the Confidential Information confidential and not disclose the Confidential Information to any third party without the express written consent of the Company;
c) Limit access to the Confidential Information to those employees, contractors, or agents who have a need to know and who have signed a confidentiality agreement with the Recipient; and
d) Immediately notify the Company in writing of any unauthorized use or disclosure of the Confidential Information.
3. Term of Agreement
This Agreement shall remain in effect for a period of [insert term] from the date of the first disclosure of Confidential Information.
4. Termination of Agreement
This Agreement may be terminated by either party by giving written notice to the other party. Upon termination, the Recipient shall immediately return all Confidential Information to the Company.
The parties agree that any breach of this Agreement may cause irreparable harm to the Company, and that the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert state], without giving effect to any principles of conflicts of law.
7. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties with respect to the subject matter hereof.
This Agreement may not be amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Name of Company]
[Name of Individual or Entity]
A confidentiality agreement is an essential document that protects your business from potential harm caused by the disclosure of sensitive information. While it’s always best to consult with a lawyer to create a legally binding document, a simple template can be a great starting point. Use the sample agreement we’ve provided as a guide, but remember to tailor it to your specific needs and requirements.