Business Confidentiality Agreement Template

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A business confidentiality agreement form (or non-disclosure agreement) is a legally binding contract that an individual, or enterprise, must sign when handling specific information as a commerce secret. Additionally, both need to pledge to never disclose any information to someone else without the proper authorization.

Why do you need a business confidentiality agreement form? When you own an enterprise, one of the goals of the business confidentiality agreement form is to make sure the proprietary information you wish to share with an individual or group won’t become public under any circumstances. Additionally, a business confidentiality agreement form “enables you to provide access to proprietary information belonging to a different individual or group, and you wish to make clear that the phrases under agreement is covered by a proper non-disclosure agreement.”

We strongly recommend you have your legal counsel review the business confidentiality agreement form before you ask someone to sign it. Legal counsel needs to make sure the business confidentiality agreement form is accurate and as effective as possible.

Business Confidentiality Agreement Template

The outlined Non-Disclosure Agreement (the “Agreement”) enters into agreement between _________________ (“Disclosing Party”) and _________________ (“Receiving Party”). The purpose of this agreement is to prevent unauthorized disclosure of Confidential Information of Company X as defined below. Both parties enter this relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

Definition of Confidential Information

“Confidential Information” includes all information or material that has or could have commercial value or other utility in Company X in which the Disclosing Party is engaged. If there is Confidential Information in written form then the Disclosing Party must label or stamp the material with the word “Confidential” or a similar warning. If the Confidential Information is conducted verbally then the Disclosing Party must provide a written document that indicates the verbal communication of Confidential Information – include the date, time and with whom.

Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement do not extend to any of the following in terms of information that is: (a) known publicly at the time of disclosure or becomes subsequent public knowledge that is no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) Receiving Party legitimately learns from someone other than the Disclosing Party or representatives of the Disclosing Party; or (d) receives written approval by the Disclosing Party.

Obligations of the Receiving Party

The Receiving Party must maintain the Confidential Information in the strictest confidence. Receiving Party must be careful to restrict access to Confidential Information to employees, contractors, and third parties and requires that those persons sign nondisclosure restrictions. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Time Periods

Due to the non-disclosure provisions of this Agreement, everything in it will endure past the termination of this Agreement and the Receiving Party’s duty to contain Confidential Information in confidence are still in effect until the Confidential Information is no longer considered a trade secret or until the Disclosing Party sends the Receiving Party written notice to release the Receiving Party from this Agreement.

Relationships

For all purposes, nothing in this Agreement constitutes the Disclosing Party or the Receiving Party as a partner, joint venturer or employee of the other party.

Severability

If this Agreement is found to be invalid or unenforceable by a court of the State (your state), the remainder must be interpreted to best effect the intent of the parties.

Integration

Both parties understand the entirety of this Agreement and agree that it supersedes all prior agreements. This Agreement may not be amended, unless both parties sign in writing that an amendment is necessary.