What is a Confidentiality Agreement?
A Confidentiality Agreement, also known as a Non-Disclosure Agreement, is used by individuals or businesses to protect information, ideas, transaction details, and more from being revealed to an outside source during the course of a business deal, project or employment agreement with another party.
What types of information can be protected using a Confidentiality Agreement?
This includes any information relating to customers or clients of an employer, including client lists, contracts, and business relationships.
Intellectual Property (IP) and Proprietary Information
This refers to any intellectual property owned by an employer, including patents, trade secrets, proprietary software or production methods, copyrights, and other test data collected by the employer. Note that this may also apply to computer technology and scientific information used by an employer.
Any marketing information, campaigns, or projects can be protected using a Confidentiality Agreement.
The personnel data of an employer and its employees, as well as any internal cost information and operational procedures can be kept concealed with a Confidentiality Agreement.
Product and Service Information
This applies to a business or retailer's product and service information, including procedures, packaging, equipment and techniques used to produce the product; or the employees, planning and management involved with providing a service.
A company's accounting procedures, payroll, software, reports and more can be protected under a Confidentiality Agreement.
When should I use a Confidentiality Agreement?
Common situations where individuals or businesses use a Confidentiality Agreement include:
- When hiring an employee and the employer wishes to keep company information protected.
- When hiring an independent contractor or consultant and the client wishes to keep their company or personal information private.
- During a company acquisition to protect the selling company's information, as well as the details of the purchase agreement.
- When two businesses work together, such as a joint venture, and agree to hold certain information in confidence.
What is the difference between non-solicit and non-compete clauses?
Non-solicitation refers to restricting a party from doing business with your clients or taking business away from you.
Non-competition means that a party cannot start a business that is in direct competition with your business or reveal confidential information to a competing enterprise.
In a Confidentiality Agreement, you can state a timeframe for non-solicitation and non-competition. However, in order for it to be enforceable, the time limits should be fair and reasonable to the party. As well, you can list a time period in which they must abide by the duties of confidentiality.
How enforceable is a Confidentiality Agreement?
While the laws vary with each state, Confidentiality Agreements that address specific information are enforceable so long as the terms are not too broad in nature and do not unfairly restrict a party with unnecessary time frames or burdens, and the confidential information is not against the best interests of the public.