A confidentiality agreement is a contract that states that the person or company receiving the sensitive information (the Recipient) promises not to use or disclose the trade secret except for a defined purpose․ This contract is often used to protect information that a company does not publicly disclose, such as product specifications, customer lists, pricing information, and know-how․
Confidentiality Agreement Template
Download this template to create a legally binding confidential agreement between an Owner and a Recipient. Edit the template in Word, export to PDF, or sign online to protect sensitive business information before disclosure.
About This NDA
This sample of confidentiality agreement (aka Confidential Disclosure Agreement) is intended to assist the parties in identifying the Owner of Confidential Information and the Recipient in a manner that is generally consistent with drafting conventions in business transactions․
Key highlights:
- Owner and Recipient are well defined
- It also includes a detailed definition of Confidential Information and multiple categories of protected information
- Contains regular exclusions from confidentiality
- For use in commercial transactions, service offerings and early stage negotiations․
This Confidentiality Agreement template is a more detailed version of a basic non-disclosure agreement (NDA)․ You can download and modify it in Word or PDF and use it in your business with full legal protection․
Who Can Use This Confidentiality Agreement template
This confidential agreement is suitable for business and commercial use, including:
- Business Owners: When sharing business documents such as business plans, financial statements, price lists and product descriptions with partners or investors․
- Technology Companies: When sharing source code, product design information, inventions, or proprietary technical documentation․
- Consultants and contractors: When they are given access to client lists, customer data, and sensitive operational data․
- Service providers and vendors: When onboarding, negotiating, and providing services that involve confidential Information․
- Corporate Entities: This template can be used for parties that choose to be considered a natural person or as a corporate entity, like an LLC, corporation, or partnership․
- Professional Advisors: Accountants, marketing agencies, product developers, and other advisors who have access to non-public information․
Note: This is a business confidentiality agreement form․ This form is not to be used as in a criminal or law enforcement context․
If you want both parties to disclose information that is kept confidential under the agreement, you can do so by changing the definitions of the parties and their obligations. Or use a Mutual Non-disclosure Agreement template for two-way confidential information protection․
How This Confidentiality Agreement Sample Differs from a Standard NDA
A confidentiality agreement often comes as another name for a non-disclosure agreement (NDA) with both terms used interchangeably in commercial practice․ A Confidentiality Agreement template, however, differs in structure, scope and commercial application․
| Feature | Confidentiality Agreement | Standard NDA |
|---|---|---|
| Role Structure | Uses clear “Owner” and “Recipient” roles, suited for unilateral disclosure. | Uses generic “Disclosing” and “Receiving” party terms. |
| Information Scope | Includes a checklist of protected information categories. | Uses broad, general definitions. |
| Copying Restrictions | Explicitly prohibits copying or modifying confidential information. | Often restricts disclosure only. |
| Injunctive Relief | Expressly allows the Owner to seek an injunction for breach or threatened breach. | May not explicitly address equitable remedies. |
| IP & Warranty Clauses | Includes “No Warranty” and “Limited License” provisions protecting intellectual property. | Frequently omits detailed IP and warranty protections. |
What’s Included in the Confidentiality Agreement Sample
This confidentiality agreement template covers the following core sections:
- Parties and Effective Date
- Definition of Confidential Information
- Categories of Protected Information (selectable checklist)
- Exclusions from Confidential Information
- Protection and Non-Disclosure Obligations
- No Copying or Modifying Clause
- Employee Disclosure Restrictions
- Injunctive Relief and Remedies
- Return of Confidential Information
- No Warranty Disclaimer
- Limited License and Intellectual Property Protection
- General Provisions (governing law, amendments, assignment, survival)
This structure is typical for standard confidential disclosure agreements and easy to work with in Word or PDF formats.
How to Write Your Confidentiality Agreement
Follow these steps to properly customize the template clauses:
1. Name the Parties
If a party is a corporation or LLC, add the legal entity name to avoid unenforceability․ When signing as an individual, state this clearly․
2. Define Confidential Information
Section I: Insert relevant types of proprietary information such as: business records, financial statements, trade secrets, source code, pricing structure or formulas, customer lists or any other information the parties wish to designate as proprietary information․
3. Customize the Purpose of Disclosure
Specify the purpose (for example, to evaluate a potential partnership, or to provide consulting services, or to discuss product development)․ The more specific, the easier it is for you to prove that the recipient has misused the information․
4. Review and Select Appropriate Exclusions
Section I(B):, select only those exclusions that apply.
5. Review Employee Access Restrictions
Under II(ii), confirm whether employees must sign separate nondisclosure agreements.
6. Confirm Remedies and Injunctive Relief
Section II(iii) gives the Owner the right to seek an injunction. Do not delete it without legal advice.
7. Adjust Return of Information Timing
In Section III, review the five day requirement for return of information, and tailor it to meet your business needs. Example: for digital archives and backups this could be longer.
8. No Warranty and Limited License Clauses
Section IV contains disclaimers of warranties and limitations of liability; consider whether they fit your strategy․ Section V provides that no intellectual property rights are transferred except for limited use rights․
9. Set Governing Law and Survival Terms
Identify applicable state law and specify if the confidentiality extends indefinitely or for a limited period․ Trade secrets have indefinite protection per se․
10. Mark Attached Documents as Confidential
If you share any specific documents that you want to protect, label them as “Confidential” before disclosure and put them into this agreement. Before signing, verify consistency with any related service, employment, or partnership agreements.
FAQ
Confidentiality agreements, confidential disclosure agreements (CDAs), and non-disclosure agreements (NDAs) are often interchangeable terms. They have the same purpose regarding restrictions on the disclosure and use of confidential information. Yet, in life sciences and research, the term CDA is more common. In practice, courts look to the clauses (definition of confidential information, scope of use, duration, and remedies) to interpret the contract and its content, no matter how the document is entitled.
Yes. Download this template for a confidentiality agreement as a Word file to edit, for use as a PDF fillable form, or fill in and e-sign online․
Yes. For purposes of defining "Confidential Information", the trade secrets are included and the parties acknowledge that there is no waiver as long as it is a trade secret․
No. This confidentiality agreement form is for business uses (e.g., sharing commercial or technical information). A confidential informant agreement is a law‑enforcement tool with different requirements and is not suitable for business transactions.
Generally, confidentiality lasts for a fixed term (2-5 years for confidential information, indefinitely where trade secrets remain secret)․ You can negotiate the term, provided it does not terminate trade secret protection before it otherwise would, and provided you can justify the term you ask for․
Better use a tailored employee confidentiality agreement template for employment scenarios and long‑term contractors. It includes ongoing obligations, IP assignment, return of materials, and post‑employment restrictions.
Mark documents and files as “Confidential” where practical. For oral or visual information, confirm confidentiality in writing within a stated period (e.g., 30 days). Marking is the safest way to avoid disputes.
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