Confidentiality agreement template is contract entered into by two or more parties in which some or all of the parties agree that certain types of information that pass from one party to the other or that are created by one of the parties will remain confidential. A well drafted sample confidentiality agreement can help business or individuals to protect secret information or process from disclosing.
Confidentiality Agreement Overview
Confidentiality agreement needs to clearly define what types of information to be covered in the agreement. Some public available information may not be included in the contract, For example, the information that the recipient can demonstrate that they had prior to receipt of information from the discloser, information that becomes known to the public , information that becomes known to the recipient from a third party that has a lawful right to disclose the information, information that was public knowledge before the disclosure of the information to the recipient, and information independently created by the recipient.
Confidentiality agreement needs to set duration for the protection of information. Some poorly drafted confidentiality agreements may only specify the starting period or ending period. Moreover, even if both time periods are specified, it is important to make sure that a starting point is established for the time period during which confidentiality of the information is to be maintained. If this starting point is not set forth, problems can occur down the road.
Confidentiality Agreement Template
There are free confidentiality agreement template you can download for reference, however, You can make your own personalized agreement sample based on the guidelines and instructions.
The first key part in confidentiality agreement template is the details of both parties. In the section, you may state: The agreement is entered into as of the _____ day of ____, by and between Party A___and Party B___; Disclosing Party and Receiving Party are sometimes collectively referred to hereinafter as “Parties” and sometimes individually referred to as a “Party”. In connection with the evaluation and the possible acquisition by the Receiving Party of ___ held by the Disclosing Party, the Disclosing Party is willing, in accordance with the terms and conditions of this Agreement, to disclose to the Receiving Party certain confidential information, which is proprietary, relating to the Area which includes, but is not necessarily limited to, ____.
The second key part in confidentiality agreement sample is the details of confidential information covered and exceptions. the Receiving Party agrees that the Confidential Information shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy or reproduction, without the Disclosing Party’s prior written consent. The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent only to the extent such information: is already known to the Receiving Party as of the date of disclosure hereunder; is already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party; is required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the Receiving Party shall give written notice to the Disclosing Party prior to such disclosure); or is acquired independently from a third party that represents that it has the right to disclose such information at the time it is acquired by the Receiving Party.
The last key part in confidentiality agreement example is rights and responsibilities of both parties. The Receiving Party shall be responsible for ensuring that all persons to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person. Neither Party shall be liable in an action initiated by one against the other for special, indirect or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit or business interruptions, however same may be caused.