Free Confidentiality Agreement Template

You can use a confidentiality agreement to prevent unauthorized disclosure or misuse of private details and to control the use of the confidential information by outside parties. This ensures the receiving party doesn’t share private details with others. Know when to use a confidentiality agreement, such as when hiring or interacting with any of the following parties:

• Employees: Have employees sign an agreement to ensure they don’t disclose company information to outside parties.
• Consulting firms: Use an agreement to protect information provided to a consultant or firm during an audit.
• Interviewees: If you provide an interviewee with insight regarding the strategy or technology used, a confidentiality agreement can protect the spread of information.
• Investors: To get funding from investors, you may share technology and financial projections. Secure this information with a confidentiality agreement.
• Joint ventures: A unilateral or mutual confidentiality agreement can protect the involved parties as they share ideas, strategies, and data when entering a joint venture.
• Service providers: Use an agreement when sharing data with service providers, vendors, or contractors who require temporary access to confidential materials.

Like non-disclosures, confidentiality agreements can take several different forms. The type depends on whether the protections go one way or both ways. Evaluate the following types to find the confidentiality agreement that works for you:

• Unilateral: A unilateral confidentiality agreement means that only one party has protection. The disclosing party relies on the recipient not to share its knowledge, and the receiving party does not receive legal protections.
• Mutual (Bilateral/Two-way): A mutual confidentiality agreement, sometimes called bilateral or two-way, means that both parties protect each other’s information. In this case, both sides must keep information confidential.

State laws and other legal protections govern the contents of confidentiality agreements. It’s important to understand what information you can or cannot include in your agreement. View the table below for a list of the most common pieces of information and whether they’re allowed in a confidentiality agreement.

Most agreements also include specific exclusions, such as information already in the public domain or data independently developed without such disclosure.

Understanding how to write a confidentiality agreement helps increase the enforceability and protections of the contract. Create an effective agreement with the following steps:

1. Name the parties: Add the disclosing and receiving parties’ names, addresses, and contact information. Also, mark whether each party is an entity or an individual.
2. Choose the purpose: Choose the specific subject matter the agreement will cover, such as a partnership, hiring process, or product development. If you have a more specific objective, such as hiring an individual or merging companies, write in the exact purpose.
3. Identify what is confidential: Define the scope of what information you want to mark as confidential. You can select whether to note only specific details or all disclosed information as private and protected.
4. Add a non-compete clause: Choose whether to prevent the receiving party from providing information to a competing business for a specific period. If you do not specify the end date, the non-compete is only valid for the duration of the business relationship.
5. Include a non-solicitation: Add a non-solicitation clause to prevent the recipient from hiring your current employees. This clause lasts for the duration of the business partnership unless stated otherwise.
6. Set the duration: Dictate how many months or years the confidentiality agreement will last. This typically represents the duration of the business relationship, but can be extended as an indefinite arrangement. Be careful not to make the term overly restrictive, as contracts that are too broad may be ruled unenforceable.
7. Note the governing state: Select which state government will handle and verify the terms of the agreement, as state laws can differ. This is typically the state in which the disclosing party resides or operates.

View and download our free confidentiality agreement template, which includes the formatting necessary for a compliant contract. Our sample document is available as a PDF or Word file.

The sensitive nature of a confidentiality agreement means it requires more careful attention to make it enforceable. The court may experience difficulty determining the meaning if the agreement appears too broad. On the other hand, if the contract is too restrictive, it can raise concerns about its fairness.

The agreement must clearly define which information to protect, the scope of the receiving party’s duties, and the duration of the confidentiality. Be careful not to include information that does not legally qualify as confidential, such as illegal activities or misconduct. Check each section of your document for clarity, fairness, and legal compliance to make it enforceable. Consider consulting a legal professional for further guidance.

If any party breaches the agreement, the disclosing party has the right to pursue legal remedies, including cease and desist letters, mediation, damages, legal injunctions, or enforcement through a court order, depending on the severity of the violation.

A confidentiality agreement should clearly define when disclosure of confidential information is allowed and when it is prohibited. Most agreements restrict any sharing outside the approved subject matter, except in narrowly defined legal situations.

Common permitted disclosure scenarios include:

• Compliance with a valid court order
• Disclosure to approved service providers under matching confidentiality obligations
• Situations where such disclosure is required by law

All other unauthorized disclosure is typically considered a breach and may trigger enforcement actions.