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CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT ("the Agreement") dated this ________ day of ________________, ________.
BETWEEN:
____________________ of ____________________________________________________________(the "Employer")
OF THE FIRST PART
- AND -
____________________ of ____________________________________________________________(the "Employee")
OF THE SECOND PART
BACKGROUND:
IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
_______________________________WITNESS: ______________________Address: ________________________Occupation: _____________________
Signed and delivered by an authorised signatory on behalf of __________________________(Employer).Per:____________________________ (Seal)
_____________________________________________________(Employee)
Last Updated December 22, 2024
A Confidentiality Agreement is a contract in which one party agrees to reveal sensitive or proprietary information to another party. In exchange, the party that receives the information agrees not to share it with any unauthorised third parties.
The purpose of this agreement is often to facilitate business and affirm that the recipient of the information only uses the data as permitted. The party that discloses the information should detail the permitted uses in the contract.
For instance, if you’re considering entering into a business partnership, you can use a Confidentiality Agreement to safely discuss business operations, manufacturing processes, and other sensitive information before entering into a Partnership Agreement.
You can also use LawDepot’s Confidentiality Agreement if you're a buyer who’s assessing the viability of a purchase or sale transaction.
Inventors may also use this agreement when having someone evaluate the originality and patentability of a new invention.
A Confidentiality Agreement is sometimes referred to as a:
LawDepot’s Confidentiality Agreement template makes it easy to write a comprehensive contract that works for your business needs. The information you’ll need to provide is:
Many employers ask their employees to sign Confidentiality Agreements to protect commercially sensitive information and prevent unfair competition. Employees often encounter this standard practice throughout their careers.
However, laws prevent employers from using these contracts to cover up criminal activity, such as sexual assault or racial discrimination. A Confidentiality Agreement cannot prevent someone from disclosing information to police, healthcare workers, or legal professionals.
In Ireland and the UK, employees also have the right to consult a lawyer before signing an agreement. It’s essential to understand the legal restrictions and limitations of a Confidentiality Agreement, and lawyers help put things into perspective with plain English.
If an employee refuses to sign a Confidentiality Agreement, it may be within the employer’s right to terminate the employee. Seek legal advice if you’re unsure about the legality of a Confidentiality Agreement.
When executed properly, a Confidentiality Agreement creates a legally binding contract. A valid contract has several elements:
If one party fails to meet obligations under a Confidentiality Agreement, the other party may take legal action against them. Depending on the situation, the disclosing party could file lawsuits such as:
In some cases, liquidated damages are an adequate remedy for the breach of contract. You can include a penalty for a breach of contract clause in your Confidentiality Agreement, setting a predetermined sum of money for these situations.
In other cases, damages alone will not be sufficient to remedy the loss suffered. As such, LawDepot’s Confidentiality Agreement states that the parties agree the owner of the confidential information will be entitled to injunctive relief (a court order) to prevent any further misuse.
The obligations created by a Confidentiality Agreement can continue indefinitely or end on a predetermined date. If you don’t specify a date, the information should remain confidential indefinitely.
When specifying an end date, consider when the relationship between the two parties will end or if there’ll be a time that the parties no longer need to keep the information private. For instance, if the confidential information becomes publicly known, it’s no longer confidential and the receiving party has no further obligation.
European Union Regulations generally protect trade secrets because they’re often valuable business assets. As such, the obligations of confidentiality for this category of information are indefinite.
Sample
Confidentiality Agreement
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