Confidentiality Agreement

Small business start up information

Generally a Confidentiality Agreement is a contract between two parties who agree not to disclose to others certain information the parties have designated as "confidential". The following are situations where confidentiality clauses or agreements are used:
  • Within employment agreements
  • Within independent contractor (or consulting) agreements
  • As an initial step between two parties who contemplating a potential business transactions, i.e. sourcing a supplier
  • As part of the termination of employment of a business executive most typically upon the change of ownership.
Confidentiality Agreement typically consists of:
  • Definition of "confidential information",
  • Description of duty not to disclose "confidential information"
  • Time limit on the duty not to disclose, and
  • Remedies to the offended party for breach of the non-disclosure duty

A standard definition for "confidential information" found within non-disclosure contracts is as follows: "Confidential Information" shall mean any information, including, but not limited to, trade secrets, business processes, manufacturing processes, business plans, inventions, techniques, data of any kind, drawings, customer lists, financial statements, sales data, proprietary business information of any sort, research or development projects or results, tests, and / or any non-public information which concerns the business, operations, ideas or plans of a party to this Agreement conveyed to the other party by any format or means including, but not limited to, written, typed, magnetic, or orally transmitted.

The term "Confidential Information" does not include the following types of information:

  • Information available to the public through no wrongful act of the receiving party;
  • Information which has been published; or
  • Information which has been independently developed by the receiving party.
We have a sample Confidentiality Agreement, you can download, add or modify to suit your own personal circumstances. Click here to download our sample.
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