Confidentiality Agreements
A confidentiality agreement is a contract between two parties asking them not to disclose certain information which are designated as confidential.
By confidential information, this includes any information related to trade secrets, business processes and plans, inventions, techniques, data, drawings, customer lists, financial statements, sales data, proprietary business information, research and development projects, tests and results and any non-public information related to the business, its operations , ideas and plans conveyed to the other party whether written, typed, magnetic, or orally transmitted.
However, confidential information does not include the following:
- Published information
- Information available to the public through no wrongful act of the receiving party
- Information that has been independently developed by the receiving party
To address possible issues, a confidentiality agreement must have the following basic elements:
- Definition of confidential information
- Description of duty not to disclose confidential information
- Time limit on the duty
- Remedies to the offended party (in case of breach of the non-disclosure duty)
Confidentiality clauses or agreements may be used in the following situations:
- In business transactions
- In employment agreements or contracts
- Independent contractor agreement
- In a Letter of Intent for purchase of assets
- In termination of employment (during change of ownership)
Confidentiality agreements are vital documents necessary in business. It may serve as guidelines for employees on how to handle information that may across their knowledge in the course of their employment.
At Business and Corporate Attorney, we will help you draft and prepare business documents such as a confidentiality agreement that will protect the interest of your business.
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