Collaborating with other individuals or businesses? Then this confidentiality agreement is a must have.  This document helps to keep your confidential information safe from being disclosed by the other party.  Be sure to get a fully executed agreement in place BEFORE sharing any sensitive information!

This is a unilateral confidentiality agreement, which assumes that only one party is disclosing confidential information to the other in connection with a possible commercial transaction. In other situations, both of the parties may need to disclose confidential information and so a mutual confidentiality agreement could be used instead. The provisions in this confidentiality agreement bind the recipient of confidential information, thereby enabling it to gain access to the discloser’s confidential information under one contract.

This particular agreement also has terms that protect the disclosure of third party confidential information (e.g., confidential information of the discloser’s customer that may need to be shared in order to provide services to that customer), as well as provisions that prevent the recipient from reverse engineering or using portions the confidential information to create derivative products or services.

As an added bonus, this NDA has terms that strengthen the accountability of the Parties by including non-disparagement and liquidated damages clauses.

The parties may add additional provisions, either to address industry- or deal-specific concerns or to include other terms that are indirectly related to confidentiality.

This is a great starting point for any company, but ALWAYS have an attorney look it over prior to executing.  There may be laws specific to your state that need to be addressed, as well as other considerations specific to your situation.

This template was last updated: May 2021.

Be sure to complete all applicable sections, remove all commentary, and consult a local attorney before executing!