Confidentiality Agreement

What is a Confidentiality Agreement?

A Confidentiality Agreement is a commercial agreement between two parties to protect confidential information and not disclose it to a third party.

You should always get the agreement signed by both parties before revealing any confidential information to make sure it’s legally enforceable.

Who is this Confidentiality Agreement template for?

• Any business with confidential information
• Any industry
• All Australian states and territories
• Hiring an employee or contractor
• Negotiating a contract with another business
• Pitching to investors
• Sharing commercially sensitive information with suppliers or partners

What clauses does this template include?

Our template covers everything you need to keep your information secure:

• Parties – who the agreement is between
• Confidential Information – the confidential information to be protected;
• Confidentiality Obligations – the obligations of both parties
• Disclosure – rules around disclosing information
• Non-solicitation – to prevent one party from enticing employees, customers, suppliers or potential investors away from the other party
• Copyright
• Term – how long the agreement is valid
• Return on Request – either party can request for the other party to cease using the information and return it
• Indemnity – a legal term to protect against losses and damages

Our template is a mutual agreement, which means both parties entering into the contract agree not to disclose confidential information.

Other names for a Confidentiality Agreement

• Non-Disclosure Agreement
• NDA
• Secrecy Agreement
• Proprietary Information Agreement
• Confidentiality Deed

Do I need a Confidentiality Agreement to protect my confidential information?

You bet!

If you want to protect your ideas, trade secrets or sensitive information from being copied or stolen, a Confidentiality Agreement is essential.

Even if you’re just in early discussions with another party, you should get one signed to be safe.

Confidentiality Agreements generally enable parties to reveal information with commercial value that they might otherwise keep secret so that commercial negotiations can continue openly and honestly. Breaking a confidentiality agreement may result in the confidential information owner taking legal action.

How long does a Confidentiality Agreement last?

The duration can vary depending on what you are using it for. There is no standard length of time – you could set the term for one year, two years, five years or indefinitely. Our template includes a field where you can change the term to suit your requirements.

What is confidential information?

Confidential information can be almost anything. It can include a business idea, concept, plan, strategy, design, process, financial information, customer information or a trade secret.

It can take the form of documents, graphics, text, data, files, designs, drawings, technical specifications, systems, processes…and the list goes on. You get the idea!

Confidential information can be any information that is not public knowledge and that the holder of the information wishes to keep private.

What information is NOT protected by a Confidentiality Agreement?

You cannot protect all types of information with a Confidentiality Agreement. Information that is already public knowledge or becomes known through no fault of the receiving party cannot be protected by a Confidentiality Agreement (e.g. information disclosed and obtained from a third party).

Is an agreement still legal if it hasn’t been signed?

A verbal agreement can be legally binding, but it’s challenging (if not impossible) to prove. Hence, it’s important to ensure that both parties sign the Confidentiality Agreement before disclosing any confidential information.

What’s the difference between a unilateral and a mutual agreement?

There are two types of confidentiality agreements – one way and mutual.

In a one way (“unilateral”) agreement, one party discloses information to another party, and that party agrees not to disclose the information.

In a mutual (“bilateral” or “reciprocal”) agreement, both parties agree not to share the other’s sensitive information.

What is the difference between an NDA and a confidentiality agreement?

They are different names for the same thing. Both of them are binding legal contracts in which at least one party agrees not to divulge certain information.