Confidentiality agreement outline

DISCLAIMER 

The following document is a generic template that covers commonly used provisions that apply to a wide array of 

situations in most states but should be further customized to your company’s specific information and needs. 

ZenBusiness PBC is not an attorney, a law firm or a substitute for an attorney or law firm and does not engage in the 

practice of law. ZenBusiness PBC cannot and does not provide any kind of advice, explanation, opinion, or 

recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies. We 

provide information and software and you are responsible for appropriately using this material.

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") dated this ________ day of ________________, ________

BETWEEN:

[NAME AND ADDRESS OF YOUR COMPANY]

(the "Client") 

AS PARTY ONE

- AND -

[NAME AND ADDRESS OF THE CONTRACTOR (PERSON)]

(the "Contractor") 

AS PARTY TWO

BACKGROUND:

A. The Contractor is currently or may be retained as an independent contractor with the Client for the position of: 

[Contractor Title]. In addition to this responsibility or position (the "Retainer"), this Agreement also covers any 

position or responsibility now or later held with the Client.

B. The Contractor will receive from the Client, or develop on the behalf of the Client, Confidential Information as a result 

of the Retainer (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Client retaining the Contractor and the Client providing the Confidential 

Information to the Contractor in addition to other valuable consideration, the receipt and sufficiency of which consideration is 

hereby acknowledged, the parties to this Agreement agree as follows: 

Confidential Information

1. All written and oral information and materials disclosed or provided by the Client to the Contractor under this 

Agreement constitute Confidential Information regardless of whether such information was provided before or after the 

date of this Agreement or how it was provided to the Contractor.

2. The Contractor acknowledges that in any position the Contractor may hold, in and as a result of the Contractor's 

retainer by the Client, the Contractor will, or may, be making use of, acquiring or adding to information about certain 

matters and things which are confidential to the Client and which information is the exclusive property of the Client.

3. 'Confidential Information' means all data and information relating to the business and management of the Client, 

including but not limited to, the following: a. 'Customer Information' which includes names of customers of the Client, their representatives, all customer 

contact information, contracts and their contents and parties, customer services, data provided by customers 

and the type, quantity and specifications of products and services purchased, leased, licensed or received by 

customers of the Client;

b. 'Intellectual Property' which includes information relating to the Client's proprietary rights prior to any public 

disclosure of such information, including but not limited to the nature of the proprietary rights, production 

data, technical and engineering data, technical concepts, test data and test results, simulation results, the 

status and details of research and development of products and services, and information regarding acquiring, 

protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets); c. 'Marketing and Development Information' which includes marketing and development plans of the Client, 

price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing 

techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future 

plans and potential strategies of the Client which have been or are being discussed;

d. 'Business Operations' which includes internal personnel and financial information of the Client, vendor 

names and other vendor information (including vendor characteristics, services and agreements), purchasing 

and internal cost information, internal services and operational manuals, external business contacts including 

those stored on social media accounts or other similar platforms or databases operated by the Client, and the 

manner and methods of conducting the Client's business; e. 'Product Information' which includes all specifications for products of the Client as well as work product 

resulting from or related to work or projects performed or to be performed for the Client or for clients of the 

Client, of any type or form in any stage of actual or anticipated research and development;

f. 'Production Processes' which includes processes used in the creation, production and manufacturing of the 

work product of the Client, including but not limited to, formulas, patterns, molds, models, methods, 

techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

g. 'Service Information' which includes all data and information relating to the services provided by the Client, 

including but not limited to, plans, schedules, manpower, inspection, and training information;

h. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Client, 

whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any 

manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, 

design or drawing created or produced by such Computer Programs; and all documentation, design 

specifications and charts, and operating procedures which support the Computer Programs;

i. 'Computer Technology' which includes all scientific and technical information or material of the Client, 

pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, 

models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, 

materials, components, industrial skills, operating and testing procedures, shop practices, know-how and 

show-how;

j. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance 

sheets, company asset information, company liability information, revenue and expense reporting, profit and 

loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing 

information and payroll information of the Client; and 

k. Confidential Information will also include any information that has been disclosed by a third party to the 

Client and is protected by a non-disclosure agreement entered into between the third party and the Client.

4. Confidential Information will not include the following information: a. Information that is generally known in the industry of the Client;

b. Information that is now or subsequently becomes generally available to the public through no wrongful act of the 

Contractor; c. Information rightly in the possession of the Contractor prior to receiving the Confidential Information from the Client;

d. Information that is independently created by the Contractor without direct or indirect use of the Confidential 

Information; or e. Information that the Contractor rightfully obtains from a third party who has the right to transfer or disclose

Confidential Obligations

1. Except as otherwise provided in this Agreement, the Contractor must keep the Confidential Information confidential.

2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the 

Client and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential

Information for any purpose that might be directly or indirectly detrimental to the Client or any associated affiliates or 

subsidiaries.

3. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in 

this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, 

as the case may be, of this Agreement and will be continuous from the date of this Agreement until [April 5, 2021], except in the case of any Confidential Information which is a trade secret in which case those obligations will last 

indefinitely.

4. The Contractor may disclose any of the Confidential Information: a. to such employees, agents, representatives and advisors of the Contractor that have a need to know for the Permitted 

Purpose provided that: 

i. the Contractor has informed such personnel of the confidential nature of the Confidential Information;

ii. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the 

Contractor;

iii. the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by 

such personnel; and

iv. the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by its 

personnel.

b. to a third party where the Client has consented in writing to such disclosure; and

c. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other 

governmental body.

Avoiding Conflict of Opportunities

1. It is understood and agreed that any business opportunity relating to or similar to the Client's current or anticipated 

business opportunities coming to the attention of the Contractor during the Contractor's retainer is an opportunity 

belonging to the Client. Accordingly, the Contractor will advise the Client of the opportunity and cannot pursue the 

opportunity, directly or indirectly, without the written consent of the Client.

2. Without the written consent of the Client, the Contractor further agrees not to: a. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with 

the current or anticipated business activities of the Client; and 

b. directly or indirectly, engage or participate in any other business activities which the Client, in its reasonable discretion, 

determines to be in conflict with the best interests of the Client.

Non-Solicitation

1. Any attempt on the part of the Contractor to induce others to leave the Client's employ, or any effort by the Contractor 

to interfere with the Client's relationship with its other employees and contractors would be harmful and damaging to 

the Client. The Contractor agrees that from the date of this Agreement until April 5, 2021, the Contractor will not in 

any way, directly or indirectly: a. induce or attempt to induce any employee or contractor of the Client to quit their employment or retainer with the 

Client;

b. otherwise interfere with or disrupt the Client's relationship with its employees and contractors; c. discuss employment opportunities or provide information about competitive employment to any of the Client's 

employees or contractors; or

d. solicit, entice, or hire away any employee or contractor of the Client.

This obligation will be limited in scope to those persons that were employees or contractors of the Client at the same time 

that the Contractor was retained by the Client. 

Non-Competition

1. Other than through employment with a bona-fide independent party, or with the express written consent of the Client, 

which will not be unreasonably withheld, the Contractor will not, from the date of this Agreement until April 5, 2021, be directly or indirectly involved with a business which is in direct competition with the particular business line of the 

Client that the Contractor was working during any time in the last year of retainer with the Client.

2. From the date of this Agreement until April 5, 2021, the Contractor will not divert or attempt to divert from the Client 

any business the Client had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or 

expiration, as the case may be, of the Retainer.

Ownership and Title

1. The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain 

the exclusive property of the Client. Accordingly, the Contractor specifically agrees and acknowledges that the 

Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, 

copyright, trademarks or trade names, notwithstanding the fact that the Contractor may have created or contributed to 

the creation of that Confidential Information.

2. The Contractor does hereby waive any moral rights that the Contractor may have with respect to the Confidential 

Information.

3. The Confidential Information will not include anything developed or produced by the Contractor during the term of this 

Agreement, including but not limited to intellectual property, process, design, development, creation, research, 

invention, know-how, trade name, trademarks or copyright that: a. was developed without the use of any equipment, supplies, facility or Confidential Information of the Client;

b. was developed entirely on the Contractor's own time; c. does not relate to the actual business or reasonably anticipated business of the Client;

d. does not relate to the actual or demonstrably anticipated processes, research or development of the Client; and

e. does not result from any work performed by the Contractor for the Client.

1. The Contractor agrees to immediately disclose to the Client all Confidential Information developed in whole or in part 

by the Contractor during the term of the Retainer and to assign to the Client any right, title or interest the Contractor 

may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things 

reasonably requested by the Client (both during and after the term of the Retainer) in order to vest more fully in the 

Client all ownership rights in those items transferred by the Contractor to the Client.

Remedies

1. The Contractor agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature 

and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot 

be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Client. 

Accordingly, the Contractor agrees that the Client is entitled to, in addition to all other rights and remedies available to 

it at law or in equity, an injunction restraining the Contractor, any of its personnel, and any agents of the Contractor, 

from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the 

Confidential Information.

Return of Confidential Information

1. The Contractor agrees that, upon request of the Client, or in the event that the Contractor ceases to require use of the 

Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the 

Retainer, the Contractor will turn over to the Client all documents, disks or other computer media, or other material in 

the possession or control of the Contractor that: a. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential 

Information as defined in this Agreement; or

b. is connected with or derived from the Contractor's services to the Client.

Notices

1. In the event that the Contractor is required in a civil, criminal or regulatory proceeding to disclose any part of the 

Confidential Information, the Contractor will give to the Client prompt written notice of such request so the Client may 

seek an appropriate remedy or alternatively to waive the Contractor's compliance with the provisions of this Agreement 

in regards to the request.

2. If the Contractor loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this 

Agreement, the Contractor will immediately notify the Client and take all reasonable steps necessary to retrieve the lost 

or improperly disclosed Confidential Information.

3. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, 

or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this 

Agreement or as the parties may later designate in writing.

4. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows: a. [Company Name]

[Company Address]

b. [Contractor Company Name]

[Contractor Company Address]

Representations

1. In providing the Confidential Information, the Client makes no representations, either expressly or impliedly as to its 

adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark 

infringement that may result from the use of such information. 

Termination

1. This Agreement will automatically terminate on the date that the Contractor's Retainer with the Client terminates or 

expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this 

Agreement will terminate at that time.

Force Majeure

1. Neither party shall be liable for failure or delay in performance of any of its obligations hereunder if such delay or 

failure to perform is caused by circumstances beyond its control or performance under this agreement is no longer legal 

or possible for reasons including but not limited to, acts of God, fire, flood, storm, governmental authority, labor 

disputes, war, spread of disease, global or local pandemic, state of emergency at any governmental level, or any other 

cause not enumerated herein but which is beyond the reasonable control of the party.

Assignment

1. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be 

assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to 

this Agreement.

Amendments

1. This Agreement may only be amended or modified by a written instrument executed by both the Client and the 

Contractor.

Governing Law/Venue

2. This Agreement will be construed in accordance with and governed by the laws of State of [STATE].

3. The parties to this Agreement agree to submit to the personal and subject matter jurisdiction of the county, district, or 

federal courts located in [NAME] County, [STATE].

General Provisions

1. Time is of the essence in this Agreement.

2. This Agreement may be executed in counterparts.

3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this 

Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and 

include the feminine and vice versa.

4. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed 

independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the 

operation of any other part of this Agreement.

5. The Contractor is liable for all costs, expenses and expenditures including, and without limitation, the complete legal 

costs incurred by the Client in enforcing this Agreement as a result of any default of this Agreement by the Contractor.

6. The Client and the Contractor acknowledge that this Agreement is reasonable, valid and enforceable. However, if a 

court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the 

intention of the Client and the Contractor that such provision be reduced in scope by the court only to the extent 

deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the 

intention of the Contractor to give the Client the broadest possible protection to maintain the confidentiality of the 

Confidential Information.

7. No failure or delay by the Client in exercising any power, right or privilege provided in this Agreement will operate as 

a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of 

them or the exercise of any other right, power or privilege provided in this Agreement.

8. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, 

successors and assigns, as the case may be, of the Client and the Contractor.

9. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either 

oral or otherwise.

IN WITNESS WHEREOF [Company Name] and [Contractor Company Name] have duly affixed their signatures under hand 

and seal on this ________ day of ________________, ________. 

 

[NAME OF YOUR COMPANY]

Per:____________________________ 

(Seal) 

 _______________________________

[PRINTED NAME OF CONTRACTOR 

COMPANY](Contractor)