WHAT IS A CONFIDENTIALITY AGREEMENT? 

A Confidentiality Agreement is a written, legally binding contracts whose main purpose is to restrict the dissemination of confidential information. A confidentiality agreement also known as a secrecy, proprietary or non-disclosure agreement can be unilateral or mutual. It is most commonly used between employers and employees, independent contractors, and consultants of a company.

WHEN DO YOU NEED A CONFIDENTIALITY AGREEMENT?

A confidential agreement is needed when a company wants to prevent others who may be privy to trade secrets, patents, intellectual property production, secret recipes and formulas or specialized business practices from divulging the confidential information to others outside the company. In the case of mutual confidentiality agreements, they are needed when both parties are exchanging information that they do not want to be provided to any other parties. For example, in the case of persons working on joint ventures or creating new products.

WHAT IS INCLUDED IN A CONFIDENTIALITY AGREEMENT?

A Confidentiality Agreement should include the following:

• The name and contact information of the parties.

• A clear and extensive explanation of what is considered confidential information that there is a very little misunderstanding or ambiguity as to what should not be disclosed.

• The time frame for the disclosure. For example, if the confidentiality agreement is for three years then any disclosure of heretofore confidential after three years would not be a breach of the confidentiality agreement.

• A statement that even if there exists a valid confidentiality agreement, confidential information can be released if it is incidental to a court subpoena.

• Statement of the prohibition of confidential information that may impact national security.

• Explanation of the consequences of a breach of the confidential agreement.

• A statement as to the venue and jurisdiction that would govern any action that is brought for breach of the confidentiality agreement.