[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-confidentiality-agreement-D950":3},{"document":4,"label":25,"preview":11,"thumb":26,"thumb600":27,"description":28,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":39,"customDescModule":178,"customdescription":28,"mdFm":179,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":17,"keywords":24},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information",null,"Confidentiality Agreement","5",56,"doc","https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":15,"description":16},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[18,21],{"label":19,"url":20},"Legal Agreements","/templates/business-legal-agreements/",{"label":22,"url":23},"Confidentiality Agreements","/templates/confidentiality-agreement/","confidentiality agreement","Confidentiality Agreement Template","https://templates.business-in-a-box.com/imgs/400px/950.png","https://templates.business-in-a-box.com/imgs/600px/950.png","\u003Ch4>Understanding a Confidentiality Agreement\u003C/h4>\n\u003Cp>When it comes to making sure your documents remain confidential and anonymous, confidentiality agreements are massively important. Indeed, this is imperative for many different types of files. And so, it’s essential that you know how to use and write the agreements. Today, we’ll be looking at what confidentiality agreements are and how they can benefit your business. Moreover, we’ll consider how to write your own confidentiality agreements and why \u003Ca href=\"https://www.business-in-a-box.com/templates/confidentiality-agreement/\">confidentiality agreement templates\u003C/a> could be the solution that you need.\u003C/p>\n\u003Ch5>What Are Confidentiality Agreements?\u003C/h5>\n\u003Cp>Firstly, we need to define what confidentiality agreements actually are. Confidentiality agreements are documents designed to provide your business with confidentiality protection. That is to say, these documents establish the legal requirements of involved parties not to share any information contained within sensitive documents or otherwise learned through interactions.\u003C/p>\n\u003Cp>Sometimes, a confidentiality agreement might be referred to as a non-disclosure agreement. Both names provide an overview of the documents’ purpose: to guarantee that shared information is managed privately and not disclosed.\u003C/p>\n\u003Ch5>The Basics of Confidentiality Agreements\u003C/h5>\n\u003Cp>At the most basic, a confidentiality agreement serves to outline the confidentiality requirements of an interaction. The confidentiality agreement sets out the relationship between the involved parties. It provides protection for the information that is shared during these aforementioned interactions.\u003C/p>\n\u003Cp>In other words, involved parties may use a non-disclosure agreement to enforce confidentiality regulations legally. It sets out what the parties involved can and cannot share with members of the public.\u003C/p>\n\u003Ch5>Purposes of Confidentiality Agreements\u003C/h5>\n\u003Cp>Confidentiality agreements pretty much do what they say on the label: they establish the rules surrounding confidentiality for a relationship. As such, they protect against the shared information being leaked or shared to those individuals who may use it for ulterior motives than the original.\u003C/p>\n\u003Cp>Commonly, an entity will create confidentiality agreements in situations where sensitive information is being handled. Examples of cases where businesses or entities use confidentiality agreements might include:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Before or during joint venture discussions\u003C/strong> - \u003Ca href=\"https://www.business-in-a-box.com/templates/confidentiality-agreement/\">Non-disclosure agreements\u003C/a> at these times prevent a participant from discussing joint ventures, then taking the agreements to another partner. This protects both or all parties involved with the confidentiality agreements.\u003C/li>\n\u003Cli>\u003Cstrong>Employees who are starting on a new contract\u003C/strong> - Businesses that hire new staff often have their staff members fill out a non-disclosure form or confidentiality agreement. By doing so, staff cannot share internal, confidential information with rival firms/members of the public.\u003C/li>\n\u003Cli>\u003Cstrong>During pre-release discussions and editing -\u003C/strong> Before a document is released to the public, a confidentiality agreement may be required. In this scenario, the confidentiality agreements serve to protect the data and information until such a time as it’s made publicly available.\u003C/li>\n\u003Cli>\u003Cstrong>For sharing creative content -\u003C/strong> If you’ve produced creative content (for example, a book or artwork) and want to share it before it goes public, confidentiality agreements can help. The confidentiality agreement can prevent other people from distributing the work that you have created.\u003C/li>\n\u003C/ul>\n\u003Cp>This is just a very limited list of examples of where a confidentiality agreement may be required. Indeed, you can draw up confidentiality agreements for use in any situations where you think an extra layer of data protection might be necessary. In doing so, you will protect the information from being shared with individuals or firms who do not share the same ethics and/or goals as your business.\u003C/p>\n\u003Cp>Thus, the most notable purpose of confidentiality agreements is keeping plans secret. This is important in many ways, including marketing strategies, private new products and innovations, and the like.\u003C/p>\n\u003Ch5>Limitations for Confidentiality Agreements\u003C/h5>\n\u003Cp>\u003Ca href=\"https://www.business-in-a-box.com/templates/confidentiality-agreement/\">Confidentiality agreements\u003C/a> only outline the legal requirements associated with information and the regulations around sharing this information. As such, there are a few limitations to confidentiality agreements that should be considered. The most obvious limiting factors for confidentiality agreements are as follows.\u003C/p>\n\u003Cp>First, you should be aware that a confidentiality agreement can only do so much to protect your data. While confidentiality agreements can make it illegal for any parties involved in the agreement to share information, there’s still plenty to be said for human error. An individual could still accidentally share the data through a slip of the tongue. While you would still be able to file a case against them, they may have compromised the sensitive info by then.\u003C/p>\n\u003Cp>What’s more, the confidentiality agreement is only binding if all parties involved have signed it. As such, all involved individuals should ensure that they (and their fellow parties) have signed the agreement before any data is shared.\u003C/p>\n\u003Cp>Of course, it is always important that the confidentiality agreement is thorough. Indeed, any loopholes could allow parties to share information and data safely without any repercussions. As such, it’s always vital you get professional legal advice for your confidentiality agreements. Moreover, starting with confidentiality agreement templates can give you a sound basis for your confidentiality agreements.\u003C/p>\n\u003Ch5>What to Include in Confidentiality Agreements\u003C/h5>\n\u003Cp>If you think that a confidentiality agreement might be the right solution for your needs, then it’s important to consider what you should include carefully. Luckily, we’re on hand to help you develop the ideal confidentiality agreement templates for your needs!\u003C/p>\n\u003Cp>A good confidentiality template needs to include a few key points. These are summarised as follows:\u003C/p>\n\u003Cul>\n\u003Cli>The contact information (i.e. names, address, telephone number) of everyone who is involved with the confidentiality agreements\u003C/li>\n\u003Cli>Definition of what content and information is deemed confidential by the agreement\u003C/li>\n\u003Cli>Define when participants in the NDA can use the information and for what purposes\u003C/li>\n\u003Cli>Duration of the confidentiality agreement / under what circumstances the contract will end\u003C/li>\n\u003Cli>Breach remedies and jurisdiction clauses, in the event of information being shared against the terms of the non-disclosure agreement\u003C/li>\n\u003C/ul>\n\u003Ch5>Always Get a Second Opinion\u003C/h5>\n\u003Cp>A non-disclosure agreement is, first and foremost, a legally binding document. As a result of this, it is imperative that you get your confidentiality agreements right. Hence, before sending any confidentiality documents, it is imperative that you get a second opinion on the file. Ideally, you should seek this second opinion from a professional legal expert. However, getting second opinions from your colleagues or employees may also be suitable. These second opinions on the work will inform you whether you’ve written your confidentiality agreement well and without loopholes or errors.\u003C/p>\n\u003Ch5>Confidentiality Agreement Templates\u003C/h5>\n\u003Cp>If you need to create a confidentiality agreement for your firm, business, or creative work, you might be struggling to start. Indeed, getting started with writing a confidentiality agreement can be incredibly difficult! If this is the case for you then you may wish to use confidentiality agreement templates to determine the best legal solution for your needs.\u003C/p>\n\u003Ch5>Are Confidentiality Agreement Templates a Good Option?\u003C/h5>\n\u003Cp>Have you ever considered using confidentiality agreement templates to write your NDA? If you need an NDA, it’s essential you include all of the vital information to make it a success. However, many people don’t know where to start. This is where a template could come in handy.\u003C/p>\n\u003Cp>But are confidentiality agreement templates actually a good option for you to consider? There are a many different reasons why you might want to use confidentiality agreement templates instead of writing your non-disclosure agreement freeform.\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Make sure the formatting for your confidentiality agreement is right.\u003C/strong> It can be incredibly challenging to come up with an effective layout for your agreement, and there are so many things to consider. What parts of the file should come first? How should the agreement be laid out? Well, using confidentiality agreement templates can be extremely useful to this end, as the template will come with all the formatting pre-designed. So, you won’t need to spend lots of time considering how to format your confidentiality agreements when using a template.\u003C/li>\n\u003Cli>\u003Cstrong>Professional design and content planning.\u003C/strong> If you decide to use a confidentiality agreement template, you can be confident that the template has been made by a professional. And, when it comes to legal documentation that’s designed to protect the privacy of your content, getting things right really can’t be stressed highly enough. So, you should always ensure that you’ve had a professional opinion for the agreement – and a template could be a great way to get started with this.\u003C/li>\n\u003Cli>\u003Cstrong>Confidentiality agreement templates improve your firm’s efficiency.\u003C/strong> Efficiency is, invariably, one of the most important aspects of a successful business. Poor efficiency will mean that your firm’s productivity is lesser but with the costs being the same or higher. By contrast, if your business is running efficiently, you can be confident that you’ll be getting the best value-for-money from your staffing costs. So, why get your business’ staff to do a job that they aren’t trained for, which will invariably be a costly way of doing things. Choose to use a confidentiality agreement template instead. You will likely cut out a considerable amount of the costs associated with the draft!\u003C/li>\n\u003Cli>\u003Cstrong>Your staff knows the business better than anyone.\u003C/strong> This is something that many people don’t consider, but it’s essential nonetheless. When drafting a confidentiality agreement, you need to make sure that the content is relevant to your business or creative project. Unfortunately, though, many people – even lawyers and legal experts – won’t understand your business or project as you do. This is pretty much a given. What’s more, this is a critical reason that you may want to try confidentiality agreement templates!\u003C/li>\n\u003Cli>\u003Cstrong>Hiring a legal expert is costly.\u003C/strong> The costs associated with a confidentiality agreement should not be the sole deciding factor. With that being said, it’s still worth noting that hiring a legal expert to help you write your confidentiality agreements will be expensive. Therefore, choosing confidentiality agreement templates instead can save you a considerable amount of money for drafting your NDA.\u003C/li>\n\u003C/ul>\n\u003Ch5>Where to Find Confidentiality Agreement Templates?\u003C/h5>\n\u003Cp>If you think that you need a confidentiality agreement, then confidentiality agreement templates can be incredibly useful. They can allow you to quickly and easily compose a non-disclosure agreement. What’s more, if you’ve chosen a template that a professional confidentiality agreement templates creator has written, you can be confident that the template will guide you to include all necessary information.\u003C/p>\n\u003Cp>Don’t get caught out without the right confidentiality agreements template. We pride ourselves on offering a generous range of the highest quality confidentiality agreement templates. Our templates are designed to be easy to use and reliable. That is why so many people have chosen to create their confidentiality agreements with our range of templates.\u003C/p>\n\u003Ch5>Sign Up to Find Your Ideal Confidentiality Agreement Templates Today!\u003C/h5>\n\u003Cp>If you’ve been looking for the highest quality confidentiality agreement templates, then look no further than our range. We’re proud to offer the finest templates for confidentiality agreements. We have made all of our templates with professionalism and reliability in mind.\u003C/p>\n\u003Cp>Do not compromise. \u003Ca href=\"https://app.business-in-a-box.com/account/create?CreationPage=%2Ftemplate%2Fconfidentiality-agreement-D950\">Sign up\u003C/a> to Business-in-a-Box to get access to our expansive collection of over 3,000+ templates. There’s sure to be a template that meets your needs for a high-quality confidentiality agreement template.\u003C/p>\n",[30,18,21],{"label":31,"url":32},"Templates","/templates/",[34,35,36],{"label":31,"url":32},{"label":19,"url":20},{"label":37,"url":38},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[40,44,48,52,56,60,64,68,72,76,80,84,88,103,118,137,149,163],{"label":41,"url":42,"thumb":43,"extension":10},"Customer Confidentiality Agreement","/template/customer-confidentiality-agreement-D951","https://templates.business-in-a-box.com/imgs/250px/951.png",{"label":45,"url":46,"thumb":47,"extension":10},"Mutual Confidentiality Agreement","/template/mutual-confidentiality-agreement-D954","https://templates.business-in-a-box.com/imgs/250px/954.png",{"label":49,"url":50,"thumb":51,"extension":10},"Confidentiality Agreement for Consultants, Contractors","/template/confidentiality-agreement-for-consultants-contractors-D949","https://templates.business-in-a-box.com/imgs/250px/949.png",{"label":53,"url":54,"thumb":55,"extension":10},"Confidentiality Agreement (Data Processing Services)","/template/confidentiality-agreement-data-processing-services-D948","https://templates.business-in-a-box.com/imgs/250px/948.png",{"label":57,"url":58,"thumb":59,"extension":10},"Contractor Non-Disclosure Agreement (NDA)","/template/contractor-non-disclosure-agreement-nda-D13825","https://templates.business-in-a-box.com/imgs/250px/13825.png",{"label":61,"url":62,"thumb":63,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":65,"url":66,"thumb":67,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":69,"url":70,"thumb":71,"extension":10},"Author-Publisher Non-Disclosure Agreement","/template/author-publisher-non-disclosure-agreement-D947","https://templates.business-in-a-box.com/imgs/250px/947.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non-Disclosure Agreement Between Two Companies","/template/non-disclosure-agreement-between-two-companies-D956","https://templates.business-in-a-box.com/imgs/250px/956.png",{"label":77,"url":78,"thumb":79,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":81,"url":82,"thumb":83,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":85,"url":86,"thumb":87,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":92,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":97,"keywords":101,"url":102},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[98,100],{"label":19,"url":99},"business-legal-agreements",{"label":19,"url":99},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":116,"url":117},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[113],{"label":114,"url":115},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":127,"url":136},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7",513,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":127,"description":6},"employment agreement_at will employee",[129,132,135],{"label":130,"url":131},"Human Resources","human-resources",{"label":133,"url":134},"Hire an Employee","hire-employee",{"label":19,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":138,"descriptionCustom":6,"label":139,"pages":106,"size":122,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":148},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":144,"description":6},"service agreement",[146,147],{"label":19,"url":99},{"label":19,"url":99},"/template/service-agreement-D12711",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":122,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":161,"url":162},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":157,"description":6},"letter of intent_acquisition of business",[159,160],{"label":19,"url":99},{"label":19,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":122,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":171,"description":6},"partnership agreement",[173,174],{"label":19,"url":99},{"label":175,"url":176},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",true,{"seo":180,"reviewer":191,"legal_disclaimer":178,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":517,"classification":518},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Free Confidentiality Agreement Template – Word & PDF","Free confidentiality agreement template to protect trade secrets, client data, and proprietary information. Used in 190+ countries.","confidentiality agreement template",[185,186,187,188,189,190],"confidentiality agreement template word","confidentiality agreement template free","nda template","confidentiality agreement pdf","business confidentiality agreement","confidentiality agreement sample",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":178,"signature_required":178,"notarization_required":197},"medium",false,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Confidentiality Agreement is a legally binding contract in which one or both parties agree not to disclose specified information shared between them. This free Word download lets you define exactly what is protected, for how long, and under what exceptions — and export it as PDF to sign before any sensitive business discussion begins.\n","Use it before sharing trade secrets, product roadmaps, financial data, client lists, or any proprietary information with a potential partner, employee, contractor, investor, or vendor. It should be signed before the sensitive conversation starts, not after.\n","Parties and recitals, definition of confidential information, obligations of the receiving party, permitted disclosures and exceptions, term and survival clause, remedies for breach, governing law, and signature block.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Protecting product ideas and source code when pitching investors or partners","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Small business owners","Securing proprietary processes before onboarding vendors or contractors","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"HR managers","Requiring employees to sign before accessing sensitive company data","persona-hr-manager",{"title":216,"use_case":217,"icon_asset_id":218},"M&A and corporate development teams","Governing information exchange during due diligence for acquisitions","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Consultants and freelancers","Accepting a confidentiality obligation before accessing client systems or data","persona-freelancer",{"title":224,"use_case":225,"icon_asset_id":226},"Technology and product teams","Protecting unreleased software, algorithms, or formulas shared with beta testers","persona-ceo",[228,232,235,239,243,246,249],{"situation":229,"recommended_template":230,"slug":231},"Only one party is receiving confidential information","One-Way Confidentiality Agreement","confidentiality-agreement-D950",{"situation":233,"recommended_template":45,"slug":234},"Both parties are sharing sensitive information with each other","mutual-confidentiality-agreement-D954",{"situation":236,"recommended_template":237,"slug":238},"New employee must protect internal company information","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":240,"recommended_template":241,"slug":242},"Independent contractor accessing proprietary systems or data","Contractor Confidentiality Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":244,"recommended_template":245,"slug":231},"Vendor or supplier receiving sensitive product or pricing information","Vendor Confidentiality Agreement",{"situation":247,"recommended_template":248,"slug":242},"Investor receiving financials and product details during a funding round","Investor Non-Disclosure Agreement",{"situation":250,"recommended_template":251,"slug":252},"Parties exploring a potential acquisition or merger","M&A Confidentiality Agreement","how-to-conduct-a-merger-or-acquisition-D12968",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Confidential Information","The specific categories of information — such as trade secrets, financial data, or customer lists — that the agreement protects from disclosure.",{"term":258,"definition":259},"Disclosing Party","The party that shares sensitive information and whose interests the agreement primarily protects.",{"term":261,"definition":262},"Receiving Party","The party that receives confidential information and is bound by the non-disclosure obligations.",{"term":264,"definition":265},"Mutual NDA","A confidentiality agreement in which both parties exchange sensitive information and both are bound by the same non-disclosure obligations.",{"term":267,"definition":268},"One-Way (Unilateral) NDA","A confidentiality agreement where only one party discloses sensitive information and only the other party is bound by confidentiality obligations.",{"term":270,"definition":271},"Trade Secret","Commercially valuable information — a formula, process, or customer list — that derives its value from not being publicly known and is subject to reasonable protective measures.",{"term":273,"definition":274},"Term","The duration of the confidentiality obligations, typically stated as a number of years from the date of signing or from the date of last disclosure.",{"term":276,"definition":277},"Survival Clause","A provision stating that confidentiality obligations continue for a specified period after the agreement expires or is terminated.",{"term":279,"definition":280},"Residuals Clause","A carve-out allowing a receiving party to use information retained in unaided memory — often contested and usually excluded from standard agreements.",{"term":282,"definition":283},"Injunctive Relief","A court order compelling or prohibiting a specific action — the standard remedy sought when confidential information has been or is about to be wrongfully disclosed.",{"term":285,"definition":286},"Compelled Disclosure","A circumstance in which the receiving party is legally required — typically by court order or regulatory demand — to disclose confidential information, usually subject to prior notice to the disclosing party.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the disclosing party and the receiving party by legal name and explains the business purpose behind the information exchange.","This Confidentiality Agreement ('Agreement') is entered into as of [DATE] between [DISCLOSING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Disclosing Party'), and [RECEIVING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Receiving Party'), in connection with [PURPOSE OF DISCLOSURE].","Using trade names or individual names instead of registered legal entity names — this makes enforcement difficult if the agreement is ever disputed or assigned.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definition of confidential information","Specifies what information is covered — either by broad category, by marking requirements, or both — and sets the scope of what is actually protected.","'Confidential Information' means any non-public information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, or electronically, including but not limited to [TRADE SECRETS / FINANCIAL DATA / CUSTOMER LISTS / PRODUCT ROADMAPS / SOURCE CODE].","Defining confidential information so broadly that it covers public or obvious information — courts apply a reasonableness standard, and overbroad definitions can render the clause unenforceable.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Obligations of the receiving party","States what the receiving party must and must not do with the confidential information — including the duty to hold it in confidence and restrict internal access to those who need to know.","Receiving Party shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) limit access to Confidential Information to employees or advisors with a need to know who are bound by obligations at least as protective as this Agreement.","Omitting the 'need to know' restriction, which allows the receiving party to share information freely within its organization — defeating the purpose of the agreement.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Permitted disclosures and exceptions","Lists the standard carve-outs — information already public, independently developed, received from a third party without restriction, or required by law — that are not subject to the confidentiality obligation.","The obligations of this Agreement do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to Receiving Party before disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided Receiving Party gives Disclosing Party prompt prior written notice.","Omitting the compelled-disclosure carve-out or failing to require prior notice to the disclosing party — without it, the receiving party may comply with a legal demand without giving the disclosing party a chance to seek a protective order.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Permitted use","Restricts the receiving party to using the confidential information only for the stated business purpose and prohibits any other use, including competitive analysis.","Receiving Party shall use the Confidential Information solely for the purpose of [STATED PURPOSE] ('Permitted Purpose') and for no other purpose whatsoever without the prior written consent of Disclosing Party.","Leaving the permitted purpose vague or undefined — broad language like 'evaluating a potential business relationship' without time or scope limits can be exploited to justify ongoing competitive research.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Term and duration","Defines how long the agreement lasts and how long confidentiality obligations survive after expiration or termination.","This Agreement shall remain in effect for [X] years from the Effective Date. The confidentiality obligations herein shall survive termination or expiration of this Agreement for a period of [X] years with respect to Confidential Information disclosed during the term.","Setting perpetual confidentiality obligations for all information — courts in many jurisdictions will reduce an indefinite term to what is 'reasonable,' creating uncertainty about the actual protection period.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Return or destruction of information","Requires the receiving party to return or certifiably destroy all confidential information upon request or at the end of the agreement, and to confirm it in writing.","Upon written request by Disclosing Party or upon termination of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify such return or destruction in writing within [10] business days.","No written certification requirement — without it, there is no enforceable record that destruction occurred, making it impossible to prove a breach if information later surfaces.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Remedies for breach","Acknowledges that monetary damages may be inadequate for a breach and preserves the disclosing party's right to seek injunctive or other equitable relief without posting a bond.","Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy, and that Disclosing Party shall be entitled to seek injunctive relief and specific performance without the requirement of posting bond or other security.","Relying solely on a liquidated damages clause for a confidentiality breach — injunctive relief is typically faster and more effective when information is about to be disclosed, and a liquidated damages amount may be challenged as a penalty.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the forum — arbitration, mediation, or court — where disputes will be resolved.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflicts-of-law principles. Any dispute arising under this Agreement shall be resolved in the courts of [CITY / JURISDICTION], and each party consents to personal jurisdiction therein.","Choosing a governing jurisdiction with no connection to either party's place of business — courts may decline to apply that law, and enforcement proceedings become logistically costly.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"General provisions","Standard boilerplate covering the entire agreement, no waiver, severability, amendments in writing, and no implied license to use the confidential information beyond the permitted purpose.","This Agreement constitutes the entire agreement between the parties with respect to its subject matter. No amendment is effective unless in writing and signed by both parties. No license or right to Confidential Information is granted except as expressly stated herein. If any provision is found unenforceable, the remaining provisions continue in full force.","Omitting the no-implied-license clause — without it, a receiving party might argue that receiving proprietary technical information implies a license to use it in their own products.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties by legal entity name","Enter the full registered legal name and entity type (LLC, Inc., Ltd.) for both the disclosing and receiving parties. Include jurisdiction of formation and principal address.","Confirm legal names against corporate registry filings before execution — a mismatch between the contract name and the registered entity makes enforcement harder.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the purpose of disclosure precisely","State the specific business reason for sharing information — for example, 'evaluating a potential software licensing agreement' or 'conducting due diligence for a potential acquisition closing by [DATE].' Tie the permitted use to this purpose.","A narrow, time-bound purpose clause gives you cleaner grounds to argue breach if the receiving party uses information for a different commercial purpose.",{"step":350,"title":351,"description":352,"tip":353},3,"Specify what counts as confidential information","List the categories of information covered — trade secrets, financial projections, source code, customer lists, product roadmaps. Decide whether oral disclosures are covered and, if so, whether a follow-up written confirmation is required within a set number of days.","For technical information, require written confirmation of oral disclosures within 5–10 business days to prevent 'I didn't know it was confidential' defenses.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the term and survival period","Choose an agreement term of 1–5 years depending on the relationship's expected duration. Set the survival period for confidentiality obligations at 2–5 years post-termination for most commercial arrangements, or longer for genuine trade secrets.","For trade secrets that qualify for indefinite protection under applicable law, use a separate clause to preserve those rights beyond the standard term.",{"step":360,"title":361,"description":362,"tip":363},5,"Confirm whether the agreement is mutual or one-way","If only your company is disclosing sensitive information, use a one-way structure with obligations binding only the receiving party. If both parties will share sensitive data — common in joint ventures or M&A — use a mutual structure with symmetrical obligations.","Even in a mutual NDA, you can differentiate the sensitivity levels or categories of information each party is protecting by adding a Schedule A for each side.",{"step":365,"title":366,"description":367,"tip":368},6,"Include the return or destruction clause with a written certification deadline","Specify a number of business days within which the receiving party must return or destroy all confidential information upon request or on termination. Require a signed written certification confirming completion.","10 business days is the practical standard — shorter deadlines are often missed; longer ones allow continued exposure.",{"step":370,"title":371,"description":372,"tip":373},7,"Select the governing law and dispute forum","Choose the state, province, or country whose laws govern the agreement and identify the specific court or arbitration body. Pick a jurisdiction that has a substantive connection to at least one party's principal place of business.","If the receiving party is in a different jurisdiction from the disclosing party, choose the disclosing party's jurisdiction — it makes enforcement actions logistically simpler.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before disclosure begins","Both parties must sign and date the agreement before any confidential information is shared. Backdating to cover prior disclosures is risky and often unenforceable.","Use a timestamped electronic signature to create an indisputable record of when execution occurred relative to any information exchange.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Sharing information before the agreement is signed","Information disclosed before signing is generally not covered, regardless of what the agreement says. The receiving party can argue there was no obligation when they received it.","Always execute the signed agreement before the meeting, data room access, or email exchange containing sensitive details. Use e-signature tools that timestamp execution.",{"mistake":385,"why_it_matters":386,"fix":387},"Defining confidential information with no boundaries","An agreement that purports to protect 'all information of any kind' is routinely narrowed or voided by courts applying a reasonableness standard, leaving your actual trade secrets exposed.","List specific categories — financial projections, customer data, source code, formulas — and clarify whether oral disclosures require written follow-up confirmation to be covered.",{"mistake":389,"why_it_matters":390,"fix":391},"Setting perpetual confidentiality obligations","Perpetual NDAs are unenforceable in several jurisdictions and create ongoing compliance burdens that receiving parties increasingly refuse. Courts will often reduce the term to what they deem reasonable, leaving the outcome uncertain.","Set a defined term of 2–5 years for general confidential information, and use a separate trade-secret clause for information that qualifies for longer statutory protection.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the compelled-disclosure notice requirement","Without a notice requirement, a receiving party can respond to a subpoena or regulatory demand by handing over your confidential information without giving you any opportunity to seek a protective order.","Add a clause requiring the receiving party to give the disclosing party prompt written notice before complying with any compelled disclosure, and to cooperate in seeking a protective order at the disclosing party's expense.",{"mistake":397,"why_it_matters":398,"fix":399},"Using a one-way NDA when both parties are sharing sensitive information","In a partnership or joint-venture discussion, both sides typically disclose sensitive details. A one-way NDA leaves the disclosing party's own information unprotected if the other party shares something sensitive in return.","Assess the flow of information before drafting — if both parties will share sensitive data, use a mutual confidentiality agreement with symmetrical obligations.",{"mistake":401,"why_it_matters":402,"fix":403},"No injunctive relief acknowledgment","Without this clause, the breaching party can argue that monetary damages are an adequate remedy, requiring the disclosing party to go through full damages proceedings while sensitive information continues to spread.","Include explicit language acknowledging that breach will cause irreparable harm and that the disclosing party is entitled to seek injunctive relief without posting bond.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a confidentiality agreement?","A confidentiality agreement is a legally binding contract in which one or both parties agree to keep specified information secret and not use it for any purpose beyond what the agreement permits. It is the primary legal tool businesses use to protect trade secrets, proprietary data, financial information, and strategic plans when sharing them with employees, contractors, partners, or potential investors.\n",{"question":409,"answer":410},"What is the difference between a confidentiality agreement and an NDA?","The terms are used interchangeably in practice. NDA stands for non-disclosure agreement, while a confidentiality agreement may additionally include restrictions on how information can be used — not just whether it can be disclosed. In most commercial contexts, both documents serve the same function and contain the same core obligations. Some practitioners use 'NDA' for short-term or exploratory arrangements and 'confidentiality agreement' for longer ongoing relationships, but there is no legal distinction.\n",{"question":412,"answer":413},"Does a confidentiality agreement need to be notarized?","No. A confidentiality agreement is generally enforceable when signed by both parties without notarization. Notarization is not required for this type of contract in the US, Canada, the UK, or most EU member states. A witnessed or timestamped electronic signature typically provides sufficient evidence of execution.\n",{"question":415,"answer":416},"How long should a confidentiality agreement last?","Most commercial confidentiality agreements run for 2–5 years, with confidentiality obligations surviving termination for a further 2–5 years. Trade secrets may warrant longer protection periods — some agreements extend trade-secret obligations indefinitely while capping general confidential information at a fixed term. Perpetual NDAs covering all information are routinely challenged in court and are unenforceable in some jurisdictions.\n",{"question":418,"answer":419},"Can a confidentiality agreement protect information shared verbally?","Yes, but only if the agreement explicitly covers oral disclosures. Many agreements require oral disclosures to be followed by a written confirmation — typically within 5–10 business days — identifying the information as confidential. Without this mechanism, a receiving party may successfully argue that a verbal discussion was not covered by the agreement. Include a written-confirmation requirement if your business involves sensitive verbal discussions.\n",{"question":421,"answer":422},"Is a confidentiality agreement enforceable if both parties do not sign it?","Typically, no. A confidentiality agreement creates binding obligations only for parties who have signed it. A receiving party who never signed is generally not bound, even if they received information under circumstances suggesting confidentiality. Always obtain a countersigned copy before sharing any protected information, and keep the executed document on file.\n",{"question":424,"answer":425},"What remedies are available if a confidentiality agreement is breached?","The primary remedy is injunctive relief — a court order stopping the unauthorized disclosure or use from continuing. Courts grant injunctions quickly when irreparable harm is demonstrated, which is why most well-drafted agreements include an explicit acknowledgment of irreparable harm. Monetary damages are also available for losses that can be quantified, and some agreements include liquidated damages clauses for specified breach types. In egregious cases, criminal penalties may apply under trade secret laws such as the US Defend Trade Secrets Act.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a confidentiality agreement?","For standard commercial arrangements — vendor onboarding, contractor engagements, or early-stage partnership discussions — a well-drafted template is typically sufficient. Engage a lawyer when the arrangement involves genuinely valuable trade secrets, cross-border parties with conflicting legal requirements, a potential acquisition, or when the receiving party is a sophisticated entity likely to negotiate terms. A 1–2 hour legal review typically costs $250–$500 and is worthwhile for any arrangement where a breach would cause material commercial harm.\n",{"question":430,"answer":431},"Can an employee be required to sign a confidentiality agreement?","Yes. Employers routinely require employees to sign confidentiality agreements as a condition of employment or as a standalone document. In common-law jurisdictions, an agreement signed before or on the first day of work is supported by the consideration of continued employment. Agreements signed after employment begins may require additional consideration — a raise, bonus, or promotion — to be enforceable in some jurisdictions. Employment confidentiality agreements may also need to comply with jurisdiction-specific protections for employees' rights to discuss wages or working conditions.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Source code, algorithms, API architecture, and unreleased product roadmaps are common subjects, with technical schedules often attached to define protected IP with precision.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Client financial data, trading strategies, and proprietary risk models require confidentiality agreements with strong data-security obligations and regulatory-compliance carve-outs.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, drug formulations, and patient-adjacent information are covered, with HIPAA compliance obligations incorporated by reference and extended survival periods for research data.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional Services","industry-professional-services","Client engagement data, proprietary methodologies, and internal pricing models are protected, with mutual NDAs common when consultants and clients both share sensitive strategic information.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Product formulations, supplier relationships, and manufacturing processes require protection, particularly in supply-chain negotiations where multiple vendors may receive overlapping technical details.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail / E-commerce","industry-ecommerce","Customer data, pricing algorithms, and vendor terms are common subjects, with agreements used in technology vendor negotiations and cross-brand partnership discussions.",[458,462,465,469],{"vs":459,"vs_template_id":460,"summary":461},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA and a confidentiality agreement are functionally equivalent — both prohibit unauthorized disclosure of specified information. The term 'NDA' is more common in employment and exploratory business contexts, while 'confidentiality agreement' is often used for ongoing commercial relationships. A confidentiality agreement may add use restrictions beyond disclosure, but the distinction is a matter of drafting convention, not legal category. Use whichever term your counterparty recognizes.",{"vs":61,"vs_template_id":463,"summary":464},"mutual-nda-confidentiality-agreement-D12838","A mutual NDA binds both parties as both disclosing and receiving parties simultaneously — each owes confidentiality obligations to the other. A standard confidentiality agreement is typically one-way, binding only the receiving party. Use a mutual structure whenever both sides will share sensitive data, such as in joint-venture discussions, M&A due diligence, or technology integration partnerships.",{"vs":466,"vs_template_id":467,"summary":468},"Non-Compete Agreement","non-compete-agreement-D13286","A non-compete agreement restricts the receiving party from competing with the disclosing party's business for a defined period — it goes beyond protecting information to restricting commercial activity. A confidentiality agreement does not prevent competition; it only restricts what information can be used or disclosed. For employees and contractors with access to sensitive competitive information, both agreements are often used together.",{"vs":470,"vs_template_id":471,"summary":472},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract is the governing document for the entire employment relationship — compensation, duties, IP assignment, termination, and often confidentiality obligations embedded within it. A standalone confidentiality agreement focuses exclusively on information protection and is used either before an employment relationship begins, for contractors who are not employees, or to supplement an existing contract where confidentiality terms need to be reinforced separately.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Standard vendor onboarding, contractor engagements, and exploratory partnership discussions involving moderately sensitive commercial information","Free","15–30 minutes",{"best_for":479,"cost":480,"time":481},"Arrangements involving genuine trade secrets, high-value IP, or cross-border parties with different legal standards","$250–$500","1–3 days",{"best_for":483,"cost":484,"time":485},"M&A due diligence, multi-party technology licensing, or situations where breach would cause more than $500K in quantifiable harm","$1,000–$3,500+","1–2 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","Federal trade secret protection is governed by the Defend Trade Secrets Act (DTSA) of 2016, which allows owners to file in federal court. Individual states also have their own trade secret statutes, most based on the Uniform Trade Secrets Act. California limits the enforceability of some confidentiality clauses that restrict an employee's ability to discuss wages, working conditions, or workplace misconduct. Non-disclosure agreements used in the context of sexual harassment settlements face additional restrictions under the Tax Cuts and Jobs Act and several state statutes.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Trade secret protection in Canada is primarily governed by common law rather than a single federal statute, making well-drafted contractual confidentiality obligations especially important. Each province may apply its own standards for reasonableness of scope and term. In Quebec, contracts must generally be drafted or made available in French for provincially regulated entities. Canadian courts have enforced confidentiality agreements against employees and contractors, but agreements that are overly broad or signed well after the start of a relationship without fresh consideration may be challenged.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","English common law recognizes an implied duty of confidence in certain relationships, but a written confidentiality agreement provides materially stronger and more certain protection. The UK's Trade Secrets (Enforcement, etc.) Regulations 2018, implementing the EU Trade Secrets Directive, harmonized UK law before Brexit and the framework remains broadly in place. Post-employment confidentiality obligations must be reasonable in scope and duration to be enforceable — English courts apply a proportionality test. NDAs used to prevent reporting of criminal conduct or workplace misconduct may be unenforceable and could expose the drafter to professional misconduct allegations.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) created a harmonized framework across member states for trade secret protection, requiring owners to take 'reasonable steps' to keep information secret. GDPR applies when confidential information includes personal data — confidentiality agreements should not be used as a substitute for data processing agreements in that context. Some member states, including France and Germany, impose additional formality or registration requirements for certain categories of confidential commercial information. Post-employment non-disclosure obligations are generally enforceable if proportionate, but some countries require financial compensation to the employee for extended post-termination restrictions.",[460,508,238,509,510,471,511,512,513,514,515,516],"mutual-non-disclosure-agreement-D955","general-non-compete-agreement-D882","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551","vendor-agreement-D13291","ip-sale-agreement-D964","joint-venture-agreement-D889",{"emit_how_to":178,"emit_defined_term":178},{"primary_folder":99,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":528},"confidentiality-and-nda","agreement","general","all-stages",[524,525,520,526,527],"confidentiality","nda","legal","contract",0.99,"\u003Ch2>What is a Confidentiality Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Confidentiality Agreement\u003C/strong> is a legally binding contract in which one or both parties agree to protect specified information shared between them — prohibiting unauthorized disclosure and restricting use to the agreed business purpose. It identifies exactly what counts as confidential, who is bound, for how long, and what exceptions apply. Unlike a general handshake understanding or a vague policy, a properly drafted confidentiality agreement creates enforceable obligations and preserves the disclosing party's right to seek injunctive relief the moment a breach occurs or is threatened.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed confidentiality agreement in place before sensitive information changes hands, you have no enforceable legal basis to stop a recipient from sharing your trade secrets, client data, or proprietary processes with competitors — or from using that information to build a competing product. Courts will not imply confidentiality obligations from context alone in most commercial relationships; the obligation must be written and signed. The consequences of proceeding without one are concrete: a contractor who leaves with your customer list faces no legal barrier to taking it to a rival, a potential partner who walks away from a deal can use your financials to undercut your pricing, and an investor who passes on your round retains unrestricted knowledge of your product roadmap. This template gives you a defensible, jurisdiction-aware starting point that closes those gaps in under 30 minutes — before the first sensitive conversation begins.\u003C/p>\n",1780924361025]