[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-customer-confidentiality-agreement-D951":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CUSTOMER CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the \"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [CUSTOMER NAME] (the \"Customer\"), 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 mutual covenants contained in this agreement, the parties agree as follows: Functional Documentation In order to provide Customer an opportunity to review the Company's System as a potential system for automation of its functions, the Company will deliver substantial functional documentation including a functional overview, screen layouts, report layouts and other associated documentation. Confidential Information The Company considers these materials to be confidential and proprietary",null,"Customer Confidentiality Agreement","1",33,"doc","https://templates.business-in-a-box.com/imgs/1000px/customer-confidentiality-agreement-D951.png","https://templates.business-in-a-box.com/imgs/250px/951.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#951.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/","customer confidentiality agreement","Customer Confidentiality Agreement Template","https://templates.business-in-a-box.com/imgs/400px/951.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,113,126,140,157],{"label":37,"url":38,"thumb":39,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"label":41,"url":42,"thumb":43,"extension":10},"Mutual Confidentiality Agreement","/template/mutual-confidentiality-agreement-D954","https://templates.business-in-a-box.com/imgs/250px/954.png",{"label":45,"url":46,"thumb":47,"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":49,"url":50,"thumb":51,"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":53,"url":54,"thumb":55,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":57,"url":58,"thumb":59,"extension":10},"Email Confidentiality and Disclaimer Notice","/template/email-confidentiality-and-disclaimer-notice-D952","https://templates.business-in-a-box.com/imgs/250px/952.png",{"label":61,"url":62,"thumb":63,"extension":10},"License Agreement Contract of License_Right to Customer","/template/license-agreement-contract-of-license-right-to-customer-D1023","https://templates.business-in-a-box.com/imgs/250px/1023.png",{"label":65,"url":66,"thumb":67,"extension":10},"Customer Complaint Resolution Policy","/template/customer-complaint-resolution-policy-D13644","https://templates.business-in-a-box.com/imgs/250px/13644.png",{"label":69,"url":70,"thumb":71,"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":73,"url":74,"thumb":75,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":77,"url":78,"thumb":79,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":81,"url":82,"thumb":83,"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",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":99},"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. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":93,"description":6},"non disclosure agreement nda",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":88,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":112},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":108,"description":6},"master service agreement",[110,111],{"label":17,"url":96},{"label":17,"url":96},"/template/master-service-agreement-D12657",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":88,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":125},"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","6","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":121,"description":6},"service agreement",[123,124],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",{"description":127,"descriptionCustom":6,"label":128,"pages":116,"size":129,"extension":10,"preview":130,"thumb":131,"svgFrame":132,"seoMetadata":133,"parents":134,"keywords":138,"url":139},"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",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},[135],{"label":136,"url":137},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":141,"descriptionCustom":6,"label":142,"pages":103,"size":88,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":148,"keywords":147,"url":156},"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","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":147,"description":6},"employment agreement_at will employee",[149,152,155],{"label":150,"url":151},"Human Resources","human-resources",{"label":153,"url":154},"Hire an Employee","hire-employee",{"label":17,"url":96},"/template/employment-agreement_at-will-employee-D541",{"description":158,"descriptionCustom":6,"label":159,"pages":87,"size":88,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":170,"url":171},"DATA BREACH RESPONSE & NOTIFICATION POLICY INTRODUCTION The Data Breach Response and Notification Policy of [COMPANY NAME] outlines the procedures and responsibilities for responding to data breaches and ensuring that affected individuals and regulatory authorities are promptly and accurately informed. This Policy is designed to minimize the impact of data breaches, protect sensitive information, and comply with applicable data protection laws and regulations. PURPOSE The purpose of this Policy is to: Establish a framework for detecting, assessing, and responding to data breaches. Define the process for notifying affected individuals, regulatory authorities, and other relevant parties. Ensure that data breaches are managed in a transparent, responsible, and compliant manner. DEFINITIONS Data Breach: The unauthorized access, acquisition, use, disclosure, or destruction of personal or sensitive information that compromises its security, confidentiality, or integrity. DATA BREACH RESPONSE TEAM [COMPANY NAME] will establish a Data Breach Response Team (DBRT) consisting of designated individuals responsible for managing data breaches. The DBRT may include representatives from IT, Legal, HR, and other relevant departments. DETECTION AND ASSESSMENT The DBRT will promptly investigate and assess suspected or confirmed data breaches to determine their scope, impact, and severity. The assessment will include identifying the type of data involved, the number of affected individuals, potential risks, and applicable data protection regulations. CONTAINMENT AND MITIGATION ","Data Breach Response and Notification Policy","https://templates.business-in-a-box.com/imgs/1000px/data-breach-response-and-notification-policy-D13650.png","https://templates.business-in-a-box.com/imgs/250px/13650.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13650.xml",{"title":164,"description":6},"data breach response and notification policy",[166,167],{"label":150,"url":151},{"label":168,"url":169},"Company Policies","company-policies","data breach response notification policy","/template/data-breach-response-and-notification-policy-D13650",false,{"seo":174,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":249,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":431,"comparisons":456,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":514,"classification":515},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Customer Confidentiality Agreement Template | BIB","Free customer confidentiality agreement template to protect sensitive client data and business information.","customer confidentiality agreement template",[22,179,180,181,182,183,184,185],"customer nda template","client confidentiality agreement template","customer confidentiality agreement word","customer nda free download","client non-disclosure agreement template","confidentiality agreement template free","customer data confidentiality agreement",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":172},"medium",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Customer Confidentiality Agreement is a legally binding contract between a business and its customer that restricts how each party may use, store, and disclose sensitive information exchanged during the commercial relationship. This free Word download gives you a ready-to-edit template covering disclosure limits, permitted use, obligations of care, and remedies — exportable as PDF and executable in minutes.\n","Use it before sharing proprietary pricing, technical specifications, personal data, or business processes with a customer — or before a customer shares their own confidential requirements with you. It is equally relevant at the start of a sales engagement, a product pilot, or an ongoing service relationship.\n","Parties and recitals, definition of confidential information, disclosure obligations and permitted use, standard of care, exclusions, term and termination, return or destruction of information, remedies and injunctive relief, and governing law.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"SaaS founders and product teams","Protecting product roadmaps and pricing shared during enterprise sales pilots","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"Professional services firms","Safeguarding client data and proprietary methodologies exchanged during engagements","persona-professional-services",{"title":207,"use_case":208,"icon_asset_id":209},"Healthcare and medtech providers","Restricting use of patient or clinical data shared with commercial customers","persona-healthcare-provider",{"title":211,"use_case":212,"icon_asset_id":213},"Manufacturers and suppliers","Protecting custom specifications and formulas disclosed to buyer customers","persona-manufacturer",{"title":215,"use_case":216,"icon_asset_id":217},"Financial advisors and consultants","Governing confidential financial data exchanged during client advisory relationships","persona-financial-advisor",{"title":219,"use_case":220,"icon_asset_id":221},"IT and managed service providers","Controlling access to customer systems, credentials, and network architecture","persona-it-provider",[223,226,230,234,238,242,246],{"situation":224,"recommended_template":41,"slug":225},"Mutual exchange of confidential information between business and customer","mutual-confidentiality-agreement-D954",{"situation":227,"recommended_template":228,"slug":229},"One-way disclosure from business to customer only","One-Way Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":231,"recommended_template":232,"slug":233},"Protecting information shared during pre-contract negotiations","Confidentiality Agreement (Pre-Contract)","confidentiality-agreement-D950",{"situation":235,"recommended_template":236,"slug":237},"Customer is also an employee or contractor with dual obligations","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":239,"recommended_template":240,"slug":241},"Technology or software access requiring data-handling obligations","Data Processing Agreement","data-processing-agreement-D13954",{"situation":243,"recommended_template":244,"slug":245},"Customer accessing trade secrets as part of a licensing deal","Non-Disclosure and Non-Compete Agreement","non-disclosure-and-non-compete-agreement-D552",{"situation":247,"recommended_template":102,"slug":248},"High-value enterprise customer requiring a master services agreement umbrella","master-service-agreement-D12657",[250,253,256,259,262,265,268,271,274,277,280],{"term":251,"definition":252},"Confidential Information","Any non-public data, knowledge, or materials one party shares with the other under the agreement — typically defined broadly to include technical, financial, and commercial information.",{"term":254,"definition":255},"Disclosing Party","The party who shares confidential information under the agreement — can be the business, the customer, or both in a mutual arrangement.",{"term":257,"definition":258},"Receiving Party","The party who receives and is bound to protect the confidential information disclosed to them.",{"term":260,"definition":261},"Permitted Use","The specific, limited purpose for which the receiving party is authorized to use the confidential information — any use outside this scope is a breach.",{"term":263,"definition":264},"Standard of Care","The level of protection the receiving party must apply to confidential information — typically 'at least the same degree of care used to protect its own confidential information, but no less than reasonable care.'",{"term":266,"definition":267},"Exclusions from Confidentiality","Categories of information that fall outside the agreement's protection — commonly information already in the public domain, independently developed by the receiving party, or lawfully obtained from a third party.",{"term":269,"definition":270},"Term","The duration of the confidentiality obligations — the period during which the agreement is active and the receiving party must maintain secrecy.",{"term":272,"definition":273},"Residual Knowledge","Information retained in an employee's unaided memory after exposure to confidential materials — some agreements explicitly carve out residual knowledge from post-termination obligations.",{"term":275,"definition":276},"Injunctive Relief","A court order requiring a party to stop a specific action — typically sought when a breach of confidentiality is occurring or imminent and monetary damages would be an inadequate remedy.",{"term":278,"definition":279},"Return or Destruction","A post-termination obligation requiring the receiving party to return all confidential materials to the disclosing party or certify their destruction.",{"term":281,"definition":282},"Compelled Disclosure","Disclosure of confidential information required by law, court order, or regulatory demand — most agreements permit this with advance written notice to the disclosing party where legally allowed.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties and recitals","Identifies the legal names of the business and the customer, states the date of execution, and describes the context — why the parties are exchanging confidential information.","This Customer Confidentiality Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company'), and [CUSTOMER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Customer'), in connection with [PURPOSE OF RELATIONSHIP].","Using trade names or DBA names instead of registered legal entity names. If the named party doesn't match the signatory's legal entity, the agreement may be unenforceable against that entity.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Definition of confidential information","Establishes precisely what information is covered — typically a broad enumerated list followed by a catch-all — and may require marking or designation as confidential.","'Confidential Information' means any non-public information disclosed by either party relating to [CATEGORIES — e.g., pricing, product plans, customer data, technical specifications, financial data], whether disclosed in writing, orally, or electronically, and whether or not marked 'Confidential.'","Requiring information to be marked 'Confidential' in writing to qualify. In practice, sensitive information is routinely shared verbally or informally, and a marking requirement leaves most of it unprotected.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Obligations of the receiving party","Sets out what the receiving party must do — maintain secrecy, limit internal access on a need-to-know basis, and use the information only for the permitted purpose.","Each party shall (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) limit access to employees and contractors who have a need to know and are bound by obligations no less restrictive than this Agreement; and (d) use it solely for [PERMITTED PURPOSE].","Omitting the need-to-know restriction on internal access. Without it, any employee of the receiving party can technically access the information without breaching the agreement.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Permitted use","Limits the purpose for which the receiving party may use the confidential information to a narrowly defined scope tied to the commercial relationship.","The Receiving Party shall use Confidential Information solely for the purpose of [EVALUATING / PERFORMING / SUPPORTING] the [PRODUCT / SERVICE / ENGAGEMENT] described in [RELATED AGREEMENT / SCOPE OF WORK] ('Permitted Purpose') and for no other purpose.","Drafting the permitted purpose so broadly that it effectively covers any commercial activity between the parties. A vague permitted purpose clause gives the receiving party room to exploit disclosed information far beyond what the disclosing party intended.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Exclusions from confidentiality","Carves out information that does not qualify as confidential — standard exclusions are public domain, prior knowledge, independent development, and lawful third-party receipt.","Obligations under this Agreement do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is lawfully received from a third party without restriction.","Omitting the exclusions clause entirely. Courts apply exclusions as implied limits regardless, but without express language the disclosing party may pursue litigation over clearly public information, wasting time and goodwill.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Standard of care","Specifies the minimum level of protection the receiving party must apply — typically at least the same care as used for its own confidential information, with a floor of reasonable care.","Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.","Setting an unlimited or absolute standard of care. Promising to 'guarantee' security or prevent any disclosure creates liability even for sophisticated cyberattacks or compelled legal disclosures outside the party's control.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Term and termination","States how long the agreement lasts, under what circumstances either party can terminate it early, and how long confidentiality obligations survive termination.","This Agreement commences on the Effective Date and continues for [X] years, unless earlier terminated by either party on [30] days' written notice. Confidentiality obligations survive termination for [X] years with respect to non-trade-secret information, and indefinitely with respect to trade secrets.","Setting a single fixed term for all information without distinguishing trade secrets. Trade secret status under US and UK law can last indefinitely — a 2-year post-termination limit on trade secrets effectively converts them to unprotected information on day 731.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Return or destruction of information","Requires the receiving party to return or certify destruction of all confidential materials upon termination, except for copies required by law or automatically retained in routine IT backups.","Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that it has done so, except to the extent retention is required by applicable law or maintained in routine system backups that are not readily accessible.","No backup carve-out. Without it, the receiving party technically breaches the agreement every time routine backup systems retain a copy of an email containing confidential information.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Remedies and injunctive relief","Acknowledges that monetary damages may be insufficient for a breach and explicitly preserves the disclosing party's right to seek emergency injunctive relief without posting a bond.","The parties acknowledge that breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief without the requirement of posting a bond or proving actual damages.","Omitting injunctive relief language entirely. Without it, the defaulting party can argue in court that the requesting party must quantify its damages before any injunction is granted — delaying relief while the breach continues.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Specifies which jurisdiction's law governs interpretation and enforcement, and whether disputes are resolved in court, arbitration, or mediation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws principles. Any dispute shall be resolved by [binding arbitration in [CITY] / litigation in the courts of [JURISDICTION]], and the parties consent to such exclusive jurisdiction.","Choosing a governing law that has no connection to where either party operates. Courts in the parties' home jurisdictions sometimes refuse to enforce foreign governing law clauses when local public policy or mandatory statutes apply — particularly in the EU and Canada.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify the parties using their full legal entity names","Enter the company's registered legal name and the customer's registered legal name — not trade names or abbreviated brands. Confirm both match the entities that will sign.","Check the customer's invoicing or registration records to verify the legal name before execution. A mismatch is the most common reason confidentiality agreements are challenged.",{"step":341,"title":342,"description":343,"tip":344},2,"Define the confidential information broadly","List specific categories relevant to your relationship — pricing, technical documentation, customer data, product roadmaps — then add a catch-all covering all non-public information regardless of marking.","Err toward breadth in the definition. It is easier to carve out specific items later than to argue that unmarked verbal disclosures were covered.",{"step":346,"title":347,"description":348,"tip":349},3,"State the permitted purpose precisely","Write a one-sentence description of the specific purpose for which confidential information may be used — tied to a named product, service, or project. Reference any related agreement or statement of work.","If the relationship covers multiple projects, use a master permitted purpose ('evaluating and performing services under any Statement of Work executed hereunder') rather than re-executing a new agreement each time.",{"step":351,"title":352,"description":353,"tip":354},4,"Choose the direction of disclosure","Decide whether the agreement is mutual (both parties share confidential information) or one-way (only one party discloses). Adjust the obligations section to reflect the actual flow of information.","Default to mutual if there is any chance the customer will share their own confidential requirements with you — a one-way agreement leaves the customer's disclosures unprotected.",{"step":356,"title":357,"description":358,"tip":359},5,"Set the term and survival period","Enter the agreement term (typically 2–3 years for most commercial relationships) and the post-termination survival period for confidentiality obligations. Specify that trade secret obligations survive indefinitely.","For SaaS or technology relationships where the customer shares sensitive system data, a 3–5 year term with indefinite trade secret survival is standard.",{"step":361,"title":362,"description":363,"tip":364},6,"Include the return or destruction clause with a backup carve-out","Specify that confidential materials must be returned or destroyed within a set number of days after termination, with a written certification requirement. Add language exempting routine IT backup copies from the destruction obligation.","Set the return or destruction deadline at 10–15 business days after termination — enough time to locate and delete materials without creating a prolonged ambiguity window.",{"step":366,"title":367,"description":368,"tip":369},7,"Confirm the governing law and dispute forum","Select the jurisdiction whose law governs the agreement — typically where your company is incorporated or primarily operates. Choose between litigation and arbitration based on your preference for speed, privacy, and cost.","Arbitration is faster and private; litigation creates public precedent and allows discovery. For most customer relationships, arbitration with a 30-day mediation requirement before filing is the practical default.",{"step":371,"title":372,"description":373,"tip":374},8,"Execute before sharing any confidential information","Both authorized signatories must sign before any sensitive information changes hands. Use countersigned paper copies or a timestamped electronic signature solution.","Sharing confidential information before execution — even a pricing sheet in a sales email — weakens your position significantly if a dispute arises. Make execution a precondition to the first disclosure.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Requiring written marking to trigger protection","Most sensitive information is shared verbally, in demos, or via email without a 'Confidential' stamp. A marking requirement leaves the majority of real disclosures legally unprotected.","Define confidential information to cover all non-public disclosures regardless of form or marking, with an optional confirmation-in-writing mechanism for oral disclosures where extra formality is warranted.",{"mistake":381,"why_it_matters":382,"fix":383},"Omitting a survival clause for trade secrets","A flat post-termination confidentiality period of 2 years strips trade secret protection — pricing models, source code, or formulas — on the day the period expires, even though trade secret law protects them indefinitely.","Add language stating that obligations with respect to information constituting a trade secret survive indefinitely, separate from the standard post-termination period for other confidential information.",{"mistake":385,"why_it_matters":386,"fix":387},"Using the same agreement for one-way and mutual disclosures without adjusting the language","A one-way NDA signed in both parties' names creates ambiguity about whether the customer's disclosures are also covered, leading to disputes about which party bears which obligations.","Explicitly state the direction of disclosure — or use a mutual structure — and assign 'Disclosing Party' and 'Receiving Party' designations clearly, or use 'each party' language throughout for mutual arrangements.",{"mistake":389,"why_it_matters":390,"fix":391},"No compelled disclosure notification requirement","If the receiving party receives a subpoena or regulatory order requiring disclosure, the disclosing party has no opportunity to seek a protective order if the agreement doesn't require advance notice.","Add a clause requiring the receiving party to promptly notify the disclosing party of any compelled disclosure demand — to the extent legally permitted — so the disclosing party can seek to limit or contest the order.",{"mistake":393,"why_it_matters":394,"fix":395},"Setting an unlimited or absolute standard of care","Promising to 'guarantee' or 'absolutely prevent' any disclosure creates liability for sophisticated third-party cyberattacks and legally compelled disclosures that are beyond the party's control.","Use 'at least the same degree of care as used for its own confidential information, but no less than reasonable care' — a measurable, industry-standard formulation courts consistently uphold.",{"mistake":397,"why_it_matters":398,"fix":399},"Executing the agreement after confidential information has already been shared","Courts in several jurisdictions have found that a post-disclosure confidentiality agreement lacks consideration for information already shared, potentially rendering the agreement unenforceable for that information.","Make execution a prerequisite to any disclosure. If information was shared before execution, include a retroactive clause expressly covering disclosures made during a defined prior period.",[401,404,407,410,413,416,419,422,425,428],{"question":402,"answer":403},"What is a customer confidentiality agreement?","A customer confidentiality agreement is a legally binding contract between a business and its customer that defines what information each party must keep secret, how it may be used, and what happens if it is disclosed without authorization. It covers the entire commercial relationship — from pre-sale discussions through post-termination obligations — and is used whenever sensitive pricing, technical, or personal data changes hands between the two parties.\n",{"question":405,"answer":406},"What is the difference between a customer confidentiality agreement and a standard NDA?","A standard NDA is a general-purpose confidentiality instrument often used for one-time or pre-contract information exchanges. A customer confidentiality agreement is tailored to an ongoing commercial relationship — it typically covers a broader range of information categories, ties the permitted use to a specific product or service engagement, and includes relationship-specific provisions like data handling, system access, and post-engagement destruction obligations. The underlying legal mechanism is the same; the scope and context differ.\n",{"question":408,"answer":409},"Does a customer confidentiality agreement need to be mutual?","Not necessarily — it depends on the direction of information flow. If only the business shares sensitive information with the customer (such as proprietary pricing or product specifications), a one-way agreement is sufficient. If the customer also shares sensitive data (such as their internal systems, business requirements, or personal data), a mutual agreement is more appropriate and protects both parties. When in doubt, default to mutual — it adds no meaningful burden and eliminates disputes about coverage.\n",{"question":411,"answer":412},"How long should a customer confidentiality agreement last?","Most customer confidentiality agreements run for the duration of the commercial relationship plus a post-termination survival period of 2–5 years for general confidential information. Trade secrets should be protected indefinitely, regardless of when the agreement terminates. Longer survival periods are appropriate for highly sensitive technical or financial disclosures; shorter periods are common for less sensitive commercial arrangements. Check whether the governing jurisdiction imposes any limits on the enforceability of long-duration confidentiality obligations.\n",{"question":414,"answer":415},"Is a customer confidentiality agreement legally enforceable?","A customer confidentiality agreement is generally enforceable when it identifies the parties, defines confidential information with reasonable specificity, states the permitted use and obligations of each party, and is signed by authorized representatives before any confidential information is exchanged. Courts have declined to enforce agreements with overbroad definitions, post-execution signatures lacking fresh consideration, or governing law clauses that conflict with mandatory local statutes. Consider having a lawyer review the agreement before use in high-stakes or cross-border relationships.\n",{"question":417,"answer":418},"What remedies are available if a customer breaches the agreement?","The disclosing party can typically seek injunctive relief to stop the breach immediately, monetary damages for any quantifiable harm caused by the unauthorized disclosure, and in some jurisdictions, disgorgement of profits the receiving party gained from misusing the information. Including an explicit injunctive relief clause in the agreement is critical — it allows the disclosing party to seek emergency court orders without first having to prove the exact dollar value of their losses, which is often difficult in confidentiality cases.\n",{"question":420,"answer":421},"Can I use a customer confidentiality agreement to protect personal data under GDPR or CCPA?","A confidentiality agreement addresses contractual secrecy obligations but does not substitute for a Data Processing Agreement (DPA) required under GDPR or similar privacy laws. If the customer relationship involves processing personal data of EU residents or California consumers, you need both documents — the confidentiality agreement governs the business information exchanged, while the DPA governs the lawful processing of personal data under applicable privacy regulations. Conflating the two creates compliance gaps.\n",{"question":423,"answer":424},"What should I do if a customer refuses to sign a confidentiality agreement?","If a customer declines to sign, consider the risk before proceeding. For general sales conversations or marketing materials, the risk of disclosure may be low enough to proceed without one. For disclosures involving proprietary pricing, technical architecture, trade secrets, or sensitive data, sharing without a signed agreement significantly weakens any future legal position. As an alternative, propose a shorter, simpler one-page mutual NDA rather than the full agreement — most refusals stem from complexity rather than a principled objection to confidentiality itself.\n",{"question":426,"answer":427},"Do I need a separate confidentiality agreement if I already have a master service agreement with the customer?","Many master service agreements include confidentiality provisions that cover the relationship broadly. Review those provisions carefully — if they adequately define confidential information, state the permitted use, and include survival and remedies language, a standalone agreement may be redundant. However, if the MSA's confidentiality clause is brief or limited, a standalone customer confidentiality agreement provides more detailed and enforceable protection. When in doubt, a standalone agreement that explicitly supersedes or supplements the MSA's confidentiality clause is the safer approach.\n",{"question":429,"answer":430},"Does a customer confidentiality agreement protect against employees of the customer sharing information?","The agreement binds the customer as an entity and obligates them to restrict their employees' and contractors' access to a need-to-know basis. However, the business typically cannot sue a customer's individual employees directly under the agreement — only the customer entity is the counterparty. For high-risk relationships where individual employee exposure is a concern, consider requiring the customer to obtain signed confidentiality acknowledgments from key personnel who will access your sensitive information.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Technology / SaaS","industry-saas","Covers access to beta products, pricing tiers, API documentation, and proprietary algorithms shared during enterprise onboarding and pilots.",{"industry":437,"icon_asset_id":438,"specifics":439},"Healthcare and life sciences","industry-healthtech","Governs clinical data, patient information, and proprietary device or software specifications exchanged with hospital and clinic customers — works alongside HIPAA BAAs.",{"industry":441,"icon_asset_id":442,"specifics":443},"Financial services","industry-fintech","Protects proprietary trading models, client portfolio data, and financial analysis shared with institutional or high-net-worth customers during advisory engagements.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing and industrial","industry-manufacturing","Covers custom product formulations, engineering drawings, and pricing schedules disclosed to buyer customers during design and procurement processes.",{"industry":449,"icon_asset_id":450,"specifics":451},"Professional services","industry-professional-services","Protects engagement methodologies, benchmark data, and client deliverables shared between the firm and its customers across consulting, legal, and accounting contexts.",{"industry":453,"icon_asset_id":454,"specifics":455},"Retail and e-commerce","industry-retail","Governs customer purchase data, loyalty program analytics, and proprietary promotional strategies shared with retail partners or data analytics vendors.",[457,460,463,466],{"vs":73,"vs_template_id":458,"summary":459},"mutual-non-disclosure-agreement-D12693","A mutual NDA is a general-purpose agreement used when two parties exchange confidential information before or during a business relationship — commonly for partnerships, mergers, or vendor evaluations. A customer confidentiality agreement is specifically structured for an ongoing commercial relationship between a business and its customer, with provisions tied to the service or product engagement. Use the mutual NDA for exploratory discussions; use the customer confidentiality agreement once a commercial relationship is established or imminent.\n",{"vs":240,"vs_template_id":461,"summary":462},"D{DATA_PROCESSING_AGREEMENT_ID}","A data processing agreement (DPA) governs the lawful processing of personal data under GDPR, CCPA, and similar privacy regulations — it addresses data subject rights, retention, security measures, and processor obligations. A customer confidentiality agreement governs the secrecy of business information exchanged between the parties, which may or may not include personal data. Businesses that process customer personal data typically need both documents, covering different legal frameworks simultaneously.\n",{"vs":464,"vs_template_id":229,"summary":465},"Non-Disclosure Agreement (Standard)","A standard NDA is a short, transactional document designed for a single disclosure event — a pitch meeting, a vendor evaluation, or a pre-contract discussion. A customer confidentiality agreement is designed for a sustained relationship, covers a broader and ongoing range of disclosures, and includes relationship-specific terms like permitted use tied to a service scope and post-engagement data destruction. For one-time disclosures, the standard NDA is simpler and faster to execute.\n",{"vs":102,"vs_template_id":467,"summary":468},"master-service-agreement-D13285","A master service agreement governs the entire commercial relationship — payment terms, liability, warranties, IP, and confidentiality. Its confidentiality clause is typically a brief provision rather than a fully developed standalone agreement. When the MSA's confidentiality section is brief or the relationship involves particularly sensitive information, a standalone customer confidentiality agreement provides greater specificity and enforceability, and can be executed independently at the start of the relationship before the full MSA is finalized.\n",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Small businesses and startups protecting standard commercial information in domestic customer relationships","Free","15–30 minutes",{"best_for":475,"cost":476,"time":477},"Cross-border customer relationships, agreements covering personal data, or relationships involving high-value trade secrets","$300–$700","1–3 days",{"best_for":479,"cost":480,"time":481},"Enterprise customer relationships involving regulated data, significant IP exposure, or jurisdictions with mandatory contractual requirements","$1,000–$3,500+","1–2 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Trade secret protection in the US is governed by the Defend Trade Secrets Act (DTSA) at the federal level and state trade secret statutes — most states have adopted the Uniform Trade Secrets Act. Confidentiality agreements that meet DTSA requirements support federal court claims and potential exemplary damages for willful misappropriation. California courts apply a reasonableness standard to post-termination obligations and are skeptical of overbroad restrictions that function as indirect non-competes. State-specific mandatory data protection laws (e.g., CCPA in California) operate separately from the confidentiality agreement.\n",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canadian courts enforce confidentiality agreements under both contract law and the equitable duty of confidence. PIPEDA (federally) and provincial privacy statutes such as Quebec's Law 25 impose separate obligations on the handling of personal information that operate alongside the confidentiality agreement. Quebec requires that contracts with Quebec consumers or businesses be available in French. Trade secret protection in Canada relies primarily on contract and common law rather than a dedicated federal statute, making a well-drafted agreement especially important.\n",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","English law recognizes both contractual confidentiality obligations and a separate equitable duty of confidence that can arise even without a written agreement. Post-Brexit, the UK operates under its own UK GDPR framework for personal data, which requires a separate data processing agreement when personal data is involved. Confidentiality obligations must be reasonable in scope and duration to be enforceable; courts will not rewrite overbroad clauses but may strike the offending provision entirely. The reasonable expectation of confidentiality test means clearly sensitive commercial information may be protected even without a formal agreement, but a signed document significantly strengthens enforcement.\n",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonizes trade secret protection across member states, requiring that information be kept secret, have commercial value, and be subject to reasonable steps to maintain secrecy — a signed confidentiality agreement satisfies the last requirement. GDPR applies independently whenever personal data is involved and requires a separate data processing agreement with specific mandatory clauses that cannot be substituted by a confidentiality agreement. Post-employment and post-relationship confidentiality obligations are generally enforceable across the EU when proportionate, though several member states impose additional requirements for financial compensation in exchange for ongoing restrictions.\n",[229,504,248,505,506,507,508,509,510,511,512,513],"mutual-non-disclosure-agreement-D955","service-agreement-D12711","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","data-breach-response-and-notification-policy-D13650","cease-and-desist-letter-D12916","terms-and-conditions-D12667","data-privacy-policy-D13465","intellectual-property-assignment-D5229","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":96,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":526},"confidentiality-and-nda","agreement","general","all-stages",[521,522,523,524,525],"confidentiality","nda","legal","contract","customer-agreement",0.95,"\u003Ch2>What is a Customer Confidentiality Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Customer Confidentiality Agreement\u003C/strong> is a legally binding contract between a business and its customer that governs how each party may use, store, and disclose sensitive information exchanged during the commercial relationship. Unlike a generic one-time NDA, this agreement is designed for an ongoing engagement — covering the entire lifecycle from pre-sale discussions through post-termination data destruction obligations. It defines what counts as confidential, limits use to a specific permitted purpose tied to the commercial relationship, sets a standard of care, and preserves the disclosing party's right to seek injunctive relief in the event of a breach. Both parties can be bound simultaneously in a mutual structure, or the obligations can flow in one direction where only one side discloses sensitive information.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed customer confidentiality agreement in place, any sensitive information you share — proprietary pricing, technical architecture, product roadmaps, or customer data — has no contractual protection the moment it leaves your hands. If a customer misuses disclosed information, shares it with a competitor, or retains it after the relationship ends, you may have no enforceable legal basis to demand a remedy or obtain emergency injunctive relief to stop the harm. The cost of that gap is not hypothetical: pricing information shared in a sales pilot can reach competitors before a deal closes; technical specifications disclosed during onboarding can surface in a customer's next vendor negotiation. Executing this agreement before any disclosure converts a goodwill assumption into a documented, enforceable obligation — and signals to customers that your business takes information security seriously. This template gives you a professionally structured starting point you can execute in under 30 minutes for standard domestic relationships, with clear guidance on where legal review adds meaningful protection for higher-stakes engagements.\u003C/p>\n",1778773602162]