Confidentiality Agreements

A Confidentiality Agreement is a legal contract between between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. In a Confidentiality Agreement, the parties generally agree not to disclose information covered by the agreement to others.  As such, a Confidentiality Agreement protects against the unauthorized disclosure of non-public information such as proprietary information, trade secrets, and the like.

Confidentiality Agreements are commonly signed when two entities are considering doing business and need to understand the processes used in each others business for the purpose of evaluating the potential business relationship. Confidentiality Agreements are also often used by employers who want to protect confidential information from being disclosed by employees or former employees.  In the employment context, Confidentiality Agreements are often contained within an employee’s Employment Agreement. 

Confidentiality Agreements can be mutual, meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party.

Although numerous issues can be addressed in a Confidentiality Agreement, such agreements typically address and include:

  • Definition of what is confidential or the information to be held confidential;
  • Exclusions from what must be kept confidential
  • The term of the Confidentiality Agreement
  • Relief in the event the Confidentiality Agreement is breached