Confidentiality Agreement Template | Awesome Sign

Confidentiality Agreement Template

A confidentiality agreement is a legal arrangement that requires one or more parties to keep secret or proprietary information private. A confidentiality agreement is frequently utilised when sensitive company information or proprietary knowledge must not be disclosed to the general public or rivals. A non-disclosure agreement (NDA) is a sort of secrecy contract.

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How a Confidentiality Agreement Works

A secrecy agreement is a conventional written agreement used to safeguard the proprietor of an invention or new company concept. It is also a vital document between two firms proposing a merger or a commercial transaction that must be kept secret from the public.

In the workplace, every individual with access to sensitive information (whether an employee or a contractor for a company) is frequently obliged to sign a confidentiality agreement to protect the company from the exposure of competitive information that might hurt the company. If several parties will have access to sensitive information, the agreement might be unilateral (signed by one party), bilateral (signed by both parties), or multilateral (signed by both parties).

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Confidentiality Agreement

Agreement of Confidentiality and Non-Disclosure This Non-Disclosure and Confidentiality Agreement (the "Agreement") is made on the____________________________. {Effective Date] by and between _______________________________. {NAME of the first party) located at _______________________________________________. and ______________________________.{NAME of the second party] located at ______________________________________________., each of whom will be referred to as the "Party" and the "Parties" together.

The Parties want to look into a possible business opportunity (the "Opportunity"). It is required for both Parties to exchange certain confidential information in order to appropriately evaluate whether the Parties would like to pursue the Opportunity.


Information that is to be kept private. Any information that is exclusively known by the disclosing Party and not known by the general public at the time it is disclosed, whether physical or intangible, and by whatever means it is disclosed, is considered confidential information ("Confidential Information").

Confidential information excludes the following items:

  • Before the disclosing Party actually disclosed it, the receiving Party legitimately gained;

  • A third party who is not bound by a confidentiality agreement discloses information to the receiving Party;

  • Due to no fault of the receiving Party, becomes available to the broader public; or

  • Is obliged to be disclosed by law.

  • Confidential Information is used. The Parties will have access to and learn about one other's Private Information, such as trade secrets, industry expertise, and other confidential information, throughout the term of this Agreement. At no point shall the Parties divulge any of this confidential information. At no point shall the Parties use any of this private information for either Party's personal or corporate benefit. This clause will remain in full force and effect even if the Parties' relationship ends naturally or if either Party terminates it early.

On an as-needed basis, the receiving Party may release Confidential Information to its staff. Personnel must be told that Confidential Information is confidential and must agree to abide

by the requirements of this Agreement. Any infringement of this Agreement by the receiving Party's personnel is the responsibility of the receiving Party.

If a Party loses Confidential Information or accidentally discloses Confidential Information, the other Party must be notified within twenty-four (24) hours. That Party must also take all reasonable steps to recover the Confidential Information and avoid its misuse in the future.

If a Party is obligated by law to reveal Confidential Information, that Party must tell the other Party of the legal necessity to disclose Confidential Information within three (3) business days of learning of it.

  • Title and ownership. Nothing in this Agreement gives the receiving party a right, title, interest, or licence in the Confidential Information. The disclosing party will retain exclusive ownership of the Confidential Information.

  • Confidential Information Is Returned The receiving party must return all tangible items containing the Confidential Information it received, including all electronic and hard copies, upon termination of this Agreement. This includes all notes, memos, sketches, summaries, excerpts, and anything else derived from the Confidential Information.

  • Termination and Term This Agreement will begin on the above-mentioned Effective Date and will last until _______________________.

Either Party may terminate this Agreement at any time by giving the other Party written notice. The Parties' commitment to keep all Confidential Information received during the term of this Agreement confidential will continue indefinitely.

  • Remedies. The Parties acknowledge that the Confidential Information is one-of-a-kind, and that monetary damages will not be sufficient to compensate the affected Party for the irreparable harm that a breach of this Agreement may cause. The injured Party has the right to seek injunctive remedy as well as any other legal or equitable remedies.

What sort of bonding two parties will be sharing?

  • There is no legally binding agreement to pursue the opportunity. The Parties acknowledge that they are investigating a potential Opportunity and that revealing Confidential Information is not a legal requirement to pursue the Opportunity. At any moment, either Party may end discussions or negotiations connected to the Opportunity.

  • There will be no exclusivity. This Agreement is not intended to be an exclusive agreement between the parties. The parties agree that they are free to enter into future agreements of this nature with other parties.

  • Contractors who work on their own. This Agreement's parties are independent contractors. Neither Party is the other's agent, representative, partner, or employee.

General Clauses

  • Assignment. This Agreement prohibits the Parties from assigning their rights and/or obligations.

  • Law of your choice. Regardless of any conflict of laws issues that may emerge, this Agreement will be read according to the laws of the State of _________________________. The Parties agree that any dispute arising out of this Agreement will be decided by a competent court in the State of __________________________.

  • Contract in its entirety. The Parties' entire knowledge of their rights and duties is contained in this Agreement. Any other written or oral communications between the Parties are superseded by this Agreement. Any changes to this Agreement after that must be made in writing and signed by both parties.

  • If any term of this Agreement is found to be invalid or unenforceable in whole or in part, that provision will be severed from the rest of the Agreement, and the remaining sections will remain in full force and effect as valid and enforceable.

  • Waiver. Unless agreed to in writing, neither Party can waive any aspect of this Agreement, or any rights or duties under this Agreement. Any provision, right, or obligation that is waived is only to the degree that it is agreed to in writing.

Notices. All notices under this Agreement must be sent by certified or registered mail with return receipt requested, or by email with return receipt requested.

Notices should be sent in the following way:

Name ______________________________.

Name ______________________________.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:


Signed: _____________________________________.

Name: _____________________________________.

Date: _____________________________________.


Signed: ____________________________________.

Name: _____________________________________.

Date: _____________________________________.