[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-confidentiality-agreement-data-processing-services-D948":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [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: [COMPLETE ADDRESS] PREAMBLE WHEREAS, Contractor agrees to provide certain professional data processing services to Company as may be assigned from time to time (the \"Services\"); WHEREAS, Contractor may come into contact with certain financial, commercial and technical information of a confidential nature in performing the Services; WHEREAS, it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of Company's confidential information and materials to which Contractor may have access or which Company may disclose to Contractor in connection with the Services; WHEREAS, Contractor has agreed to protect Company's confidential information and materials and maintain the confidentiality thereof; and WHEREAS, the present agreement shall not be construed or interpreted as constituting a partnership between the parties, its purpose being simply to set forth a clear understanding of our mutual rights and obligations with respect to the information related to the Services; NOW THEREFORE this Agreement in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 \"Agreement\" means this document and the annexed schedules which are incorporated herein together with any future written and executed amendments. \"Confidential Information\" means information or materials in any form disclosed or made available by Company to Contractor that Contractor knows or has reason to know (either because such information is marked or otherwise identified by Company orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is confidential information of Company, and shall include, without limitation, (a) the current, future and proposed products or services of Company as well as financial, technical, research, operational, sales and marketing information related thereto; (b) ideas, inventions, technical information and works of authorship; (c) trade secrets, business plans, business forecasts, strategies, budgets, prices and costs, financial statements, research sales and distribution arrangements and the identity of contractors and suppliers; and (d) any information regarding the skills and compensation of employees or contractors of Company. Confidential Information shall not include information that: (a) was in the public domain at the time it was disclosed or entered the public domain subsequent to such time through no fault of Contractor; (b) was in Contractor's possession free of any obligation of confidence at the time of disclosure by Company; or (c) was rightfully communicated to Contractor free of any obligations of confidence subsequent to the time of disclosure by Company. 1.3 \"Intellectual Property Rights\" means all rights, title and interest in and to any and all ideas, discoveries, inventions or creations, and know-how including, without limitation, patents, trade-marks, service marks, designs, integrated circuit topographies, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in [COUNTRY] and in any other country. CONFIDENTIALITY AND NON-DISCLOSURE 2.1 Contractor hereby acknowledges: 2.1.1 that it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of the Confidential Information to which Contractor may have access or which Company may disclose to Contractor in connection with the Services; 2.1.2 that nothing contained in this Agreement shall be construed as granting to Contractor any Intellectual Property Rights in or relating to the Project or the Confidential Information; and 2.1.3 that he is not an employee, agent, partner or joint venturer of Company and will not participate in any employee benefit plans nor receive any other compensation beyond that stated in Schedule \"A\". 2.2 Contractor hereby agrees: 2.2.1 to keep secret all Confidential Information made available to Contractor in connection with the Project; 2.2.2 to keep secret and to make no use, except for the specific purposes of the Project, and to take all necessary measures and precautions in order to maintain the confidential, proprietary and secret nature and character, of any or all Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise. Without limiting the generality of the foregoing, Contractor agrees that it will not directly or indirectly disclose to others, use for its own benefit or copy or make notes or records of any Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise; to take all necessary precautions to ensure that Contractor's employees, agents, representatives and related persons, shall maintain the secret character of the Confidential Information and shall never use the same except to the extent necessary in connection with the Project. Without limiting the generality of the foregoing, Contractor agrees to limit the dissemination of Confidential Information and restrict access to the Confidential Information to only those of its (or his, as the case may be) employees, agents, representatives and related persons directly involved with the Project and only to the extent that such access is necessary; 2.2.4 to keep no copies, photocopies, drafts or any other form of reproduction of any documents relating to the Confidential Information supplied, compiled or prepared by or for Company or by or for Contractor in connection with the Project, except with the written permission of Company; and to return to Company all the above mentioned documents and copies thereof forthwith upon receipt of a written request to such effect made by Company; 2.2.5 not to install or use any proprietary software of a third party on Company's computer unless the Contractor has, in writing, the software owner's permission or license to do so and Company's written permission to do so; 2.2.6 to provide Company with copies of all materials, documents, notes whether in digital, printed or other form that relate to any obligation under this Agreement. Such copies shall be provided to Company upon Company's request. This obligation shall survive the termination of this Agreement regardless of the method or manner in which it was terminated; 2.2",null,"Confidentiality Agreement (Data Processing Services)","8",66,"doc","https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-(data-processing-services)-D948.png","https://templates.business-in-a-box.com/imgs/250px/948.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#948.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Confidentiality Agreements","/templates/confidentiality-agreement/","confidentiality agreement data processing services","Confidentiality Agreement (Data Processing Services) Template","https://templates.business-in-a-box.com/imgs/400px/948.png","https://templates.business-in-a-box.com/imgs/600px/948.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,114,129,147,159],{"label":38,"url":39,"thumb":40,"extension":10},"Data Processing Agreement","/template/data-processing-agreement-D13954","https://templates.business-in-a-box.com/imgs/250px/13954.png",{"label":42,"url":43,"thumb":44,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"label":46,"url":47,"thumb":48,"extension":10},"Customer Confidentiality Agreement","/template/customer-confidentiality-agreement-D951","https://templates.business-in-a-box.com/imgs/250px/951.png",{"label":50,"url":51,"thumb":52,"extension":10},"Mutual Confidentiality Agreement","/template/mutual-confidentiality-agreement-D954","https://templates.business-in-a-box.com/imgs/250px/954.png",{"label":54,"url":55,"thumb":56,"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":58,"url":59,"thumb":60,"extension":10},"How to Steps for Data Processing","/template/how-to-steps-for-data-processing-D12602","https://templates.business-in-a-box.com/imgs/250px/12602.png",{"label":62,"url":63,"thumb":64,"extension":10},"Data Protection Agreement","/template/data-protection-agreement-D13652","https://templates.business-in-a-box.com/imgs/250px/13652.png",{"label":66,"url":67,"thumb":68,"extension":10},"Data Sharing Agreement","/template/data-sharing-agreement-D13514","https://templates.business-in-a-box.com/imgs/250px/13514.png",{"label":70,"url":71,"thumb":72,"extension":10},"Administrative Services Agreement","/template/administrative-services-agreement-D850","https://templates.business-in-a-box.com/imgs/250px/850.png",{"label":74,"url":75,"thumb":76,"extension":10},"Professional Services Agreement","/template/professional-services-agreement-D13277","https://templates.business-in-a-box.com/imgs/250px/13277.png",{"label":78,"url":79,"thumb":80,"extension":10},"Transition Services Agreement","/template/transition-services-agreement-D13190","https://templates.business-in-a-box.com/imgs/250px/13190.png",{"label":82,"url":83,"thumb":84,"extension":10},"Travel Services Agreement","/template/travel-services-agreement-D923","https://templates.business-in-a-box.com/imgs/250px/923.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":98,"url":99},"MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing 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] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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] WHEREAS, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. DISCLAIMER","Mutual Non-Disclosure Agreement","5","https://templates.business-in-a-box.com/imgs/1000px/mutual-non-disclosure-agreement-D955.png","https://templates.business-in-a-box.com/imgs/250px/955.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#955.xml",{"title":6,"description":6},[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":20,"url":97},"confidentiality-agreement","mutual non disclosure agreement","/template/mutual-non-disclosure-agreement-D955",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":113},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing 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] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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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},[124],{"label":125,"url":126},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":104,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":146},"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","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":137,"description":6},"employment agreement_at will employee",[139,142,145],{"label":140,"url":141},"Human Resources","human-resources",{"label":143,"url":144},"Hire an Employee","hire-employee",{"label":17,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":148,"descriptionCustom":6,"label":149,"pages":117,"size":104,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"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":154,"description":6},"service agreement",[156,157],{"label":17,"url":95},{"label":17,"url":95},"/template/service-agreement-D12711",{"description":160,"descriptionCustom":6,"label":161,"pages":8,"size":104,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CLIENT], (the \"Client\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":166,"description":6},"it service agreement",[168,169],{"label":17,"url":95},{"label":17,"url":95},"/template/it-service-agreement-D13422",false,{"seo":173,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":249,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":453,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":508,"classification":509},{"meta_title":174,"meta_description":175,"primary_keyword":22,"secondary_keywords":176},"Confidentiality Agreement Data Processing Services Template (Free Word)","Download a free confidentiality agreement template for data processing services. Protect your business data today. Used in 190+ countries. Free Word and PDF download.",[177,178,179,180,181,182,183,184],"data processing confidentiality agreement template","data processing nda template","confidentiality agreement data processing word","vendor data confidentiality agreement","data processing services nda","data confidentiality agreement template free","data processor non-disclosure agreement","confidential data handling agreement",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":171},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Confidentiality Agreement for Data Processing Services is a legally binding contract between a data owner (the disclosing party) and a third-party service provider (the data processor) that restricts how confidential data may be accessed, used, stored, and transmitted. This free Word download covers the full scope of data-handling obligations — permitted use, security requirements, breach notification, and return or destruction of data — in a single enforceable document you can edit online and export as PDF.\n","Use it before sharing any sensitive, proprietary, or personally identifiable information with a vendor, contractor, or subprocessor engaged to handle, analyze, store, or otherwise process that data on your behalf. It is especially critical when onboarding payroll processors, cloud storage providers, analytics vendors, or IT service companies.\n","Definitions of confidential information and permitted purpose, data handling and security obligations, restrictions on disclosure and subprocessing, breach notification requirements, data return and destruction obligations, term and termination, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Business owners and operators","Protecting customer and employee data shared with third-party service vendors","persona-small-business-owner",{"title":202,"use_case":203,"icon_asset_id":204},"IT and security managers","Formalizing data-handling obligations before onboarding a cloud or SaaS vendor","persona-it-manager",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Securing confidential product and user data when engaging early-stage contractors","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"HR and payroll managers","Binding payroll processors and benefits administrators to strict confidentiality terms","persona-hr-manager",{"title":214,"use_case":215,"icon_asset_id":216},"Legal and compliance officers","Standardizing vendor confidentiality terms to satisfy regulatory audit requirements","persona-legal-compliance",{"title":218,"use_case":219,"icon_asset_id":220},"Healthcare and fintech operators","Meeting HIPAA or PCI-DSS obligations that require written data-handling agreements with processors","persona-healthtech",[222,226,230,234,238,241,245],{"situation":223,"recommended_template":224,"slug":225},"Sharing confidential business information generally, not limited to data processing","Non-Disclosure Agreement (Mutual)","mutual-non-disclosure-agreement-D955",{"situation":227,"recommended_template":228,"slug":229},"Hiring an independent contractor who will handle sensitive data","Independent Contractor Agreement with Confidentiality","independent-contractor-agreement-D160",{"situation":231,"recommended_template":232,"slug":233},"Processing EU or UK personal data subject to GDPR requirements","Data Processing Agreement (GDPR)","data-processing-agreement-D13954",{"situation":235,"recommended_template":236,"slug":237},"Sharing confidential information in only one direction from business to vendor","One-Way Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":239,"recommended_template":240,"slug":233},"Engaging a SaaS or cloud provider with access to customer personal data","Data Processing Addendum",{"situation":242,"recommended_template":243,"slug":244},"Onboarding a full-time employee with access to proprietary data systems","Employment Contract with Confidentiality","employment-agreement_at-will-employee-D541",{"situation":246,"recommended_template":247,"slug":248},"Working with a healthcare vendor handling patient records under HIPAA","Business Associate Agreement (HIPAA)","business-associate-agreement-D12650",[250,253,256,259,262,265,268,271,274,277,280],{"term":251,"definition":252},"Data Controller","The party that determines the purposes and means of processing personal data — typically the business engaging the service provider.",{"term":254,"definition":255},"Data Processor","The party that processes personal data on behalf of the data controller, following the controller's documented instructions.",{"term":257,"definition":258},"Confidential Information","Any non-public data, records, or materials disclosed by one party to the other in connection with the processing services, as defined in the agreement.",{"term":260,"definition":261},"Permitted Purpose","The specific, limited reason for which the processor is authorized to access or use the confidential data — anything outside this scope is prohibited.",{"term":263,"definition":264},"Subprocessor","A third party engaged by the processor to perform part of the data processing on the processor's behalf, subject to the same confidentiality obligations.",{"term":266,"definition":267},"Personal Data","Any information relating to an identified or identifiable natural person — including names, email addresses, financial records, and health data.",{"term":269,"definition":270},"Security Incident","Any unauthorized access, use, disclosure, alteration, or destruction of confidential data — whether accidental or intentional.",{"term":272,"definition":273},"Breach Notification","The contractual and, in many jurisdictions, legal obligation to inform the data controller and relevant authorities of a security incident within a defined timeframe.",{"term":275,"definition":276},"Data Minimization","The principle that a processor should access and retain only the minimum amount of data necessary to perform the contracted services.",{"term":278,"definition":279},"Return or Destruction Obligation","The requirement that the processor return all confidential data to the controller or certifiably destroy it upon termination of the agreement.",{"term":281,"definition":282},"Technical and Organizational Measures (TOMs)","Specific security controls — encryption, access restrictions, audit logging — that the processor commits to maintaining to protect the data.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Definitions and Scope of Confidential Information","Identifies the parties, defines what counts as confidential data in this specific engagement, and sets the outer boundaries of the agreement.","For purposes of this Agreement, 'Confidential Information' means all data, files, records, and materials disclosed by [DISCLOSING PARTY NAME] ('Controller') to [PROCESSOR NAME] ('Processor') in connection with [DESCRIPTION OF SERVICES], including but not limited to [PERSONAL DATA / FINANCIAL RECORDS / PROPRIETARY DATA].","Defining confidential information too narrowly by listing only named data categories and omitting a catch-all provision — gaps in the definition allow processors to argue certain data is unprotected.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Permitted Purpose and Use Restrictions","Limits the processor to using the data solely for the contracted service and prohibits any secondary use, profiling, sale, or analysis beyond the stated scope.","Processor shall access and use Confidential Information solely to perform [SPECIFIC SERVICES] as described in Schedule A. Processor shall not use, analyze, copy, or retain Confidential Information for any other purpose without prior written consent from Controller.","Using vague permitted-purpose language like 'providing services' — courts and regulators interpret this broadly, allowing processors to justify secondary uses that the controller never intended.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Data Handling and Security Obligations","Specifies the technical and organizational security measures the processor must maintain — encryption standards, access controls, audit logs, and physical security.","Processor shall implement and maintain technical and organizational measures including, at minimum: [AES-256 encryption at rest and in transit], role-based access controls, annual security audits, and documented incident response procedures.","Referencing security obligations in vague terms like 'industry-standard security' without specifying measurable controls — this makes the clause nearly unenforceable when a breach occurs.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Restrictions on Disclosure and Subprocessing","Prohibits the processor from sharing confidential data with third parties or engaging subprocessors without the controller's prior written approval, and imposes equivalent obligations on any approved subprocessors.","Processor shall not disclose Confidential Information to any third party without prior written approval from Controller. Any approved subprocessor must execute a written agreement imposing obligations no less protective than those in this Agreement.","Allowing blanket subprocessing approval — a clause that permits 'subcontractors as needed' gives the processor free rein to share data with unvetted third parties the controller knows nothing about.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Personnel Obligations and Access Controls","Requires the processor to limit data access to employees and contractors who need it to perform the services, and to bind those individuals to confidentiality.","Processor shall restrict access to Confidential Information to those personnel who require such access to perform the Services ('Authorized Personnel'). Processor shall ensure all Authorized Personnel are bound by written confidentiality obligations no less restrictive than this Agreement.","No personnel obligation clause at all — without it, the processor's employees face no individual contractual restriction, making internal leaks harder to address.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Security Incident and Breach Notification","Sets the timeframe and method for notifying the controller of any suspected or confirmed security incident involving the confidential data.","Processor shall notify Controller in writing within [48 / 72] hours of becoming aware of any actual or suspected Security Incident involving Confidential Information. Notice shall include: nature of the incident, data affected, remediation steps taken, and contact details for the Processor's security lead.","Setting a notification window that is longer than the statutory deadline in the governing jurisdiction — under GDPR, 72 hours to supervisory authorities is mandatory, so a contract allowing 5 business days creates a compliance gap.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Data Minimization and Retention Limits","Requires the processor to collect only the data necessary for the services and to delete or return data that exceeds defined retention periods.","Processor shall collect, access, and retain only the minimum Confidential Information necessary to perform the Services. Processor shall not retain Confidential Information beyond [RETENTION PERIOD] from the date of collection, unless otherwise required by applicable law.","No retention limit at all — processors who retain data indefinitely after a project ends create ongoing breach and regulatory exposure for the controller long after the engagement closes.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Return and Destruction of Data","Requires the processor to return or certifiably destroy all confidential data and copies upon termination or expiration of the agreement.","Upon termination or expiration of this Agreement, or upon Controller's written request, Processor shall within [30] days return all Confidential Information or certify in writing that all copies have been permanently destroyed using [DoD 5220.22-M standard / equivalent].","No destruction certification requirement — without written confirmation, the controller has no evidence that data was actually deleted, leaving them exposed in a future regulatory audit.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Term, Termination, and Survival","Defines how long the agreement lasts, the grounds for early termination, and which obligations — particularly confidentiality — survive after the agreement ends.","This Agreement commences on [START DATE] and continues for [TERM] unless terminated earlier. Either party may terminate with [30] days' written notice. Sections [3, 4, 5, 6, 7, and 8] shall survive termination indefinitely.","Failing to include a survival clause — confidentiality obligations that terminate with the agreement offer no protection for data disclosed during the engagement.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing Law, Jurisdiction, and Remedies","States which jurisdiction's law governs disputes and acknowledges that breach may cause irreparable harm warranting injunctive relief in addition to damages.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. The parties submit to the exclusive jurisdiction of the courts of [JURISDICTION]. The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages are an inadequate remedy, and that injunctive relief may be sought without bond.","Selecting a governing jurisdiction that has no meaningful connection to either party's operations — courts may decline jurisdiction, leaving the controller with no practical enforcement mechanism.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify the parties and their roles","Enter the full legal names of the data controller and the data processor. Confirm which party owns the data and which is performing the processing services — these roles determine each party's obligations under the agreement and under applicable privacy laws.","Use registered legal entity names, not trade names or brand names — the entity that appears in your corporate registry is the one that can enforce or be bound by the contract.",{"step":341,"title":342,"description":343,"tip":344},2,"Define confidential information precisely","List the specific categories of data covered — personal data, financial records, trade secrets, proprietary algorithms, or customer databases. Include a broad catch-all: 'and any other non-public information disclosed in connection with the Services.'","If you are sharing data that includes personal information of EU or UK residents, note that explicitly — it triggers GDPR obligations that go beyond standard confidentiality.",{"step":346,"title":347,"description":348,"tip":349},3,"Set the permitted purpose in specific terms","Describe the exact service the processor is performing — not 'IT services' but 'hosting and processing [COMPANY NAME]'s customer transaction records for the purpose of generating monthly analytics reports.' The narrower the permitted purpose, the stronger your protection.","Attach a Schedule A describing the services in detail so the main agreement body stays clean and the permitted purpose can be updated without amending the core contract.",{"step":351,"title":352,"description":353,"tip":354},4,"Specify security measures and standards","Replace generic references to 'industry-standard security' with named controls: encryption standard (e.g., AES-256), access control model (role-based or least-privilege), audit log retention period, and any compliance frameworks the processor must maintain (SOC 2 Type II, ISO 27001).","Ask the processor for their current security documentation before finalizing this clause — you can only enforce controls you have confirmed they actually operate.",{"step":356,"title":357,"description":358,"tip":359},5,"Address subprocessing and third-party disclosure","Decide whether to prohibit subprocessing entirely or allow it with prior written approval. If approval is allowed, specify that approved subprocessors must sign a written agreement with equivalent protections and that the processor remains liable for their acts.","Request a current list of the processor's existing subprocessors before signing — if they are already sharing data with third parties you have not reviewed, you need to know before the agreement is executed.",{"step":361,"title":362,"description":363,"tip":364},6,"Set the breach notification window","Enter a notification deadline consistent with the strictest applicable legal requirement — 72 hours covers GDPR. Include the required notice content: nature of the incident, categories and volume of data affected, likely consequences, and remediation steps taken or planned.","Pair the notification window with a clear point of contact on each side — a named security or compliance lead, not just a general email address.",{"step":366,"title":367,"description":368,"tip":369},7,"Define retention limits and destruction obligations","Set the maximum period the processor may retain data after the services conclude and specify the destruction standard they must use. Require written certification of destruction within a defined number of days after termination.","Check whether the processor is subject to their own legal retention obligations (e.g., financial records laws) — where those obligations apply, the contract should carve out only what is legally required, not a blanket exception.",{"step":371,"title":372,"description":373,"tip":374},8,"Execute before data transfer begins","Both parties must sign this agreement before any confidential data is shared. Post-transfer signatures create a gap period during which data was unprotected — and, in regulated industries, this alone can constitute a compliance violation.","Use a timestamped electronic signature to document the exact moment of execution, and retain the fully executed copy in a secure contract management system.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Transferring data before the agreement is signed","Any data shared before execution is unprotected — the processor has no contractual obligation to keep it confidential, and regulators in the EU, UK, and Canada treat this as an unauthorized disclosure.","Make data transfer contingent on a countersigned agreement. Use a document execution checklist that blocks onboarding until the signed agreement is on file.",{"mistake":381,"why_it_matters":382,"fix":383},"Vague security obligation language","Clauses requiring only 'reasonable' or 'industry-standard' security give the processor nearly unlimited discretion and make breach remedies nearly impossible to pursue — what is standard is always disputed after an incident.","Name specific, measurable controls in the agreement: encryption algorithm, access control model, audit log retention, and any compliance certifications required.",{"mistake":385,"why_it_matters":386,"fix":387},"No subprocessor approval or notification requirement","Without a restriction, the processor can legally share your data with any vendor they use — cloud platforms, analytics tools, offshore development teams — none of whom are bound to you.","Require prior written approval for any subprocessor engagement and mandate that the processor impose equivalent confidentiality terms on all subprocessors in writing.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting a data return or destruction clause","When the engagement ends, the processor may retain copies of your data indefinitely — creating ongoing exposure for breaches, unauthorized use, and regulatory violations long after you stopped working together.","Include a mandatory return-or-destroy obligation with a specific timeframe (e.g., 30 days post-termination) and a written certification of destruction requirement.",{"mistake":393,"why_it_matters":394,"fix":395},"Setting a breach notification window longer than the statutory deadline","A contract that allows 5 business days for notification does not override GDPR's 72-hour supervisory authority reporting deadline — it just means both the processor and controller are non-compliant.","Set the contractual notification window at or inside the strictest applicable legal deadline — 48 or 72 hours covers most major jurisdictions.",{"mistake":397,"why_it_matters":398,"fix":399},"No survival clause for confidentiality obligations","Without explicit survival language, confidentiality obligations terminate with the agreement — the processor is legally free to disclose data the moment the contract ends.","Specify in the termination section that confidentiality, data return, and security obligations survive termination indefinitely or for a minimum defined period such as 5 years.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a confidentiality agreement for data processing services?","A confidentiality agreement for data processing services is a binding contract between a data owner and a third-party processor that restricts how the processor may access, use, store, and share the owner's confidential data. It goes beyond a general NDA by addressing data-specific obligations: permitted purpose, security measures, subprocessor controls, breach notification, and data return or destruction. It is used whenever a business shares sensitive data — customer records, financial data, or proprietary information — with an outside vendor.\n",{"question":405,"answer":406},"How is this different from a standard NDA?","A standard NDA restricts disclosure of confidential information generally. A confidentiality agreement for data processing services adds obligations that are specific to data handling: security standards, data minimization, breach notification timelines, subprocessor restrictions, and data destruction requirements. For any engagement where a vendor processes personal data or sensitive records on your behalf, the general NDA is typically insufficient on its own.\n",{"question":408,"answer":409},"Is this the same as a Data Processing Agreement under GDPR?","They overlap but are not identical. A GDPR Data Processing Agreement (DPA) is a mandatory contract required under Article 28 of the GDPR whenever a controller engages a processor to handle EU personal data — it must include specific statutory terms. A confidentiality agreement for data processing services is a broader contractual instrument that addresses confidentiality obligations beyond GDPR scope. Businesses subject to GDPR should use a dedicated DPA and may supplement it with this agreement to cover non-personal confidential data.\n",{"question":411,"answer":412},"When do I need a confidentiality agreement for data processing services?","Use it before sharing any sensitive or proprietary data with a vendor engaged to handle, store, analyze, or process that data on your behalf. Common triggers include onboarding a payroll processor, engaging a cloud storage or analytics provider, hiring a data entry contractor, or contracting with an IT service company that will access your internal systems. The agreement should be signed before any data is transferred.\n",{"question":414,"answer":415},"Does this agreement satisfy HIPAA Business Associate Agreement requirements?","No. HIPAA requires a specific Business Associate Agreement (BAA) with defined statutory provisions for any vendor handling protected health information (PHI). This confidentiality agreement for data processing services can complement a BAA but does not replace it. Healthcare operators must use a HIPAA-compliant BAA for any PHI processing arrangement — consult a healthcare attorney to confirm both documents are in place.\n",{"question":417,"answer":418},"What security standards should the agreement require?","The appropriate standard depends on the sensitivity of the data and the regulatory environment. At a minimum, specify encryption at rest and in transit (AES-256 is widely accepted), role-based access controls, audit logging, and an annual security review. For vendors handling financial or health data, consider requiring SOC 2 Type II certification or ISO 27001 compliance. Name these controls explicitly in the agreement rather than relying on vague 'industry standard' language.\n",{"question":420,"answer":421},"Can a confidentiality agreement for data processing services be one-sided?","Yes, and in most data processing engagements it should be. The data controller discloses sensitive data to the processor; the processor typically discloses nothing proprietary in return. A one-directional (unilateral) agreement that binds only the processor to confidentiality is the appropriate structure for most vendor data-handling arrangements. A mutual NDA is more appropriate when both parties exchange confidential information.\n",{"question":423,"answer":424},"How long should the confidentiality obligations last?","The agreement itself typically runs for the duration of the services engagement plus a defined post-termination period. Crucially, the confidentiality obligations themselves should survive termination — either indefinitely for trade secrets and personal data, or for a minimum of 3–5 years for other confidential information. Check applicable statutes: some jurisdictions limit post-employment confidentiality periods, and trade secret law may impose its own durational standards.\n",{"question":426,"answer":427},"Do I need a lawyer to prepare this agreement?","For straightforward domestic vendor engagements with no personal data subject to specific privacy laws, a high-quality template is typically sufficient. Engage a lawyer when the engagement involves EU or UK personal data (GDPR), US health data (HIPAA), financial records (PCI-DSS or GLBA), cross-border data transfers, or large volumes of sensitive customer data. A 1–2 hour attorney review costs $300–$600 and is worth it for any vendor with broad access to your systems.\n",[429,433,437,441,445,449],{"industry":430,"icon_asset_id":431,"specifics":432},"Healthcare and life sciences","industry-healthtech","Patient record confidentiality, HIPAA BAA interaction, clinical trial data handling obligations, and PHI breach notification timelines running in parallel with this agreement.",{"industry":434,"icon_asset_id":435,"specifics":436},"Financial services and fintech","industry-fintech","Customer financial data subject to GLBA, PCI-DSS scope for payment card processors, and strict data residency requirements limiting where transaction data may be stored or processed.",{"industry":438,"icon_asset_id":439,"specifics":440},"SaaS and technology","industry-saas","Subprocessor chains covering cloud infrastructure, analytics platforms, and customer support tools, requiring tiered confidentiality obligations flowing through the entire processing stack.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional services","industry-professional-services","Client data confidentiality when engaging subcontractors for accounting, payroll, or legal document processing — typically paired with an independent contractor agreement.",{"industry":446,"icon_asset_id":447,"specifics":448},"Retail and e-commerce","industry-ecommerce","Customer purchase history and payment data shared with fulfillment, analytics, and loyalty platform vendors, with state-level privacy law compliance requirements varying by US market.",{"industry":450,"icon_asset_id":451,"specifics":452},"Human resources and staffing","industry-hr","Payroll processor, benefits administrator, and background-check vendor engagements involving sensitive employee personal data including social security numbers, health information, and compensation records.",[454,457,460,462],{"vs":87,"vs_template_id":455,"summary":456},"mutual-non-disclosure-agreement-D176","A mutual NDA restricts both parties from disclosing each other's confidential information and is appropriate when both sides are sharing proprietary materials — such as during a business partnership negotiation. A confidentiality agreement for data processing services is typically unilateral and adds data-specific obligations (security standards, breach notification, subprocessor controls, destruction requirements) that a general NDA does not address.",{"vs":232,"vs_template_id":458,"summary":459},"D{GDPR_DPA_ID}","A GDPR Data Processing Agreement is a mandatory contract under Article 28 covering EU personal data specifically, with statutory required terms including data subject rights and transfer mechanisms. This confidentiality agreement is a broader instrument covering all confidential data — personal and non-personal — and may sit alongside a DPA for engagements that involve both personal data and other proprietary information.",{"vs":116,"vs_template_id":229,"summary":461},"An independent contractor agreement governs the overall services relationship — deliverables, payment, IP ownership, and liability. It typically contains a confidentiality clause, but that clause is general and not tailored to structured data processing obligations. When a contractor will handle significant volumes of sensitive data, a standalone confidentiality agreement for data processing services should be executed alongside the contractor agreement.",{"vs":247,"vs_template_id":463,"summary":464},"D{HIPAA_BAA_ID}","A HIPAA Business Associate Agreement is a US federal law requirement for any vendor handling protected health information — it specifies mandatory terms under 45 CFR Part 164 that cannot be altered. This data processing confidentiality agreement covers broader categories of confidential data outside the healthcare-specific HIPAA framework. Healthcare operators need both: a BAA for PHI and this agreement for other sensitive data the vendor accesses.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Domestic vendor engagements involving proprietary business data with no personal data subject to specific privacy regulations","Free","20–30 minutes",{"best_for":471,"cost":472,"time":473},"Engagements involving customer personal data, cross-state US data transfers, or vendors with broad system access","$300–$600","2–4 days",{"best_for":475,"cost":476,"time":477},"GDPR-regulated EU personal data transfers, HIPAA-covered health data, financial services subject to GLBA or PCI-DSS, or multi-jurisdiction data processing chains","$1,500–$5,000+","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","No single federal data processing confidentiality law governs all sectors — HIPAA covers health data, GLBA covers financial data, and FERPA covers education records. State laws add another layer: California's CPRA requires written contracts with service providers handling consumer personal information, and several other states (Virginia, Colorado, Texas, Florida) have passed similar statutes. Breach notification laws in all 50 states impose varying notification timelines, typically 30–60 days, though contractual windows should be set tighter to allow internal response time.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","PIPEDA (federally) and provincial privacy laws in Quebec, Alberta, and British Columbia require organizations to use contractual measures to ensure third-party processors provide comparable privacy protection. Quebec's Law 25 (effective 2023) imposes some of the strictest requirements in North America, including mandatory privacy impact assessments before transferring personal information outside Quebec and 72-hour breach notification to the Commission d'accès à l'information. Contracts should identify whether data will cross provincial or international borders.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","The UK GDPR (retained post-Brexit) and the Data Protection Act 2018 require a written data processing contract meeting the requirements of Article 28 UK GDPR whenever a controller engages a processor handling UK personal data. The ICO expects contracts to specify processing instructions, security measures, and breach notification — aligning closely with the obligations in this template. Data transfers to processors outside the UK require an International Data Transfer Agreement (IDTA) or equivalent transfer mechanism.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","GDPR Article 28 mandates a written contract between controller and processor for all EU personal data processing, with specific required terms that cannot be waived. Supervisory authorities must be notified of personal data breaches within 72 hours under Article 33. Data transfers outside the EEA require a lawful transfer mechanism — Standard Contractual Clauses (SCCs), adequacy decision, or Binding Corporate Rules. Non-compliance with GDPR processor obligations can result in fines of up to 2% of global annual turnover or EUR 10 million, whichever is higher.",[225,237,229,244,500,501,502,503,504,505,506,507],"service-agreement-D12711","it-service-agreement-D13422","data-privacy-policy-D13465","website-privacy-policy-D839","employment-agreement-executive-D543","vendor-agreement-D13292","master-service-agreement-D12657","outsourcing-agreement-manufacturing-D898",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":95,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"confidentiality-and-nda","agreement","general","all-stages",[515,516,517,511,518],"confidentiality","nda","data-protection","contract",0.95,"\u003Ch2>What is a Confidentiality Agreement for Data Processing Services?\u003C/h2>\n\u003Cp>A \u003Cstrong>Confidentiality Agreement for Data Processing Services\u003C/strong> is a legally binding contract between a data owner — the controller — and a third-party service provider — the processor — that governs exactly how the processor may access, handle, store, transmit, and ultimately destroy the controller's confidential data. Unlike a general non-disclosure agreement, this document is purpose-built for data processing engagements: it defines the permitted purpose, imposes specific technical and organizational security measures, restricts subprocessing, sets breach notification timelines, and mandates return or certified destruction of data when the engagement ends. It is the contractual instrument that converts a vendor's informal data access into a set of documented, enforceable obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Every time you hand sensitive data — customer records, financial information, employee details, or proprietary business data — to a vendor, that data leaves your control. Without a signed confidentiality agreement tailored to data processing, the vendor faces no contractual obligation to secure the data, restrict who sees it, notify you of a breach, or delete it when the project ends. The consequences are concrete: a breach by an unbound vendor exposes you to regulatory fines under GDPR, CPRA, or HIPAA, because the obligation to protect the data remains with you regardless of who caused the incident. Customers whose data is mishandled do not distinguish between your organization and your vendor. This template gives you a structured, enforceable framework to transfer data with confidence — closing the gap between a handshake vendor relationship and a documented accountability chain before the first file is shared.\u003C/p>\n",1781186040771]