Free Confidentiality Agreement Template

What Is a Confidentiality Agreement?

A confidentiality agreement is a legally binding document outlining information that one or more parties must not disclose to others. Similar to a non-disclosure agreement, it protects a business or individual’s private information. This agreement helps guard information during negotiations, business mergers, and other private dealings.

Use our free confidentiality agreement template to protect important information. Our document builder allows you to customize and create an agreement that works for everyone.

What Is Confidential Information?

Confidential information refers to knowledge not to be disclosed to unauthorized parties. A business or individual may provide this information during a business relationship or an attempt to reach a common goal. Confidential information includes data or insights supplied in many forms, such as:

• oral
• observed
• written
• digital

When to Use a Confidentiality Agreement

You can use a confidentiality agreement to protect information you share with new or 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.

Types of Confidentiality Agreements

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): A mutual confidentiality agreement, sometimes called bilateral, means that both parties protect each other’s information. In this case, both sides must keep information confidential.

What Information Can I Include in a Confidentiality Agreement?

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.

How to Write a Confidentiality Agreement

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: Determine whether your agreement aims to protect information during a potential business partnership. 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.
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.

Confidentiality Agreement Sample

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.

Is a Confidentiality Agreement Enforceable?

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.