What is a confidentiality agreement? – Confidentiality Agreement Sample

April 21, 2022

All you need to know about NDA

Non Disclosure Agreement, shortly called NDA, facilitates an institution or key stakeholder(s) to legally bind the people/employees) involved who have access to confidential documents, ideas, sensitive information, and other related strategic information not to disclose to other parties. Before we step into the confidentiality agreement sample, let’s further understand the NDA.  

NDA protects the information of those owners not to get circulated or used by any unauthorized means. If breached, the people who are involved might face consequences as mentioned in the same agreement of NDA. NDA is also otherwise called a Confidentiality Agreement. (1) 

An NDA document is generally drafted by the legal team and needs to have the following parameters.

• Parties who are involved must be mentioned in the agreement

• The confidential parameters must be explicitly mentioned.

• The receiving parties’ scope of the agreement must be mentioned.

• The duration of the validity of the agreement.

Before you’re introduced to the confidentiality agreement sample, further information on NDA – 
NDA could be classified into 3 types:

A confidentiality agreement sample can be of three types – one is Unilateral NDA; the second is Bilateral NDA, and the third is Multilateral NDA.

Unilateral Type

Here only two parties are involved, out of which the first party unveils confidential information and assumes the second party to withhold that confidential information and to use that information only for work/business-related.

Bilateral Type

Here, two parties are involved and both of them disclose confidential data/ aspects to each other with an understanding of agreement to protect those aspects from disclosing to any other third party.

Multilateral Type 

In this type of NDA, there would be more than two parties involved; either one of those parties will have all the confidential information/data shared with other parties, or multiple parties will share their data shared within each other party to come up with a business proposition. These parties will come up with an agreement that confidential information shared in the common pool must not be disclosed to any other third party. This type of NDA is done between companies who compliment others and to prevent their competitors from knowing about their product/service innovations; business plans; secrets of the trade, etc.

To know more about NDA, please click here

If you are looking for a confidentiality agreement sample or non disclosure agreement template, scroll down: 

Confidentiality Agreement Sample/ Non Disclosure Agreement Template

The below Non Disclosure agreement template is suitable for: 

a) Non Disclosure Agreement template in the USA 

b) Non Disclosure Agreement for Employees

This confidentiality agreement sample is made BETWEEN

1. Company 1

2. Company 2

(together referred to as the “Parties” and individually a “Party”).

Definitions

1.1 The Party that discloses Confidential Information shall be referred to as the Disclosing Party; the Party that receives Confidential Information shall be referred to as the Recipient.

1.2 “Associates” means the Consultant or any of their directors, officers, employees or agents, or professional advisers; 

“Affiliates” means any legal entity that either Party respectively controls, controls it, or with which it is under common control. Control means to own or control, directly or indirectly, over 50% of voting shares; 

“Confidential Information” means any tangible and intangible information including, but not limited to, all details, documents, data, reports, advertising and marketing materials, business/customer information, the Disclosing Party’s practices, and trade secrets, product information, designs, and schematics, the works, the drawings, the specifications, the budget or cost, the results of tests and inspections, contents of reports prepared by the Disclosing Party and to which the Services relate. 

Confidential Information must always be marked with a restrictive legend of the Disclosing Party or, if disclosed orally, must be identified as confidential at the time of disclosure and must be of such nature to be capable of being considered as confidential information by a reasonable person, not in the business of the Disclosing Party.

“Permitted Purpose” means considering and evaluating whether to offer the Services to

Confidentiality and Non Disclosure Agreement 

The Consultant has expressed interest in providing certain services (the “Services”) concerning the “Call Centre Assessment of the client’s business requirements, processes, technologies, hardware and software” (“Project”) the Parties agree on the following.

Recipient and its Associates may be privy under or according to this Agreement shall be treated as confidential and the Recipient irrevocably agrees and undertakes and ensures that the Recipient and its Associates shall keep the same as confidential and shall not disclose the same, at all in whole or in part to any person or persons (including legal entities) at any time or use nor shall allow the Confidential Information to be used for any purpose other than as may be necessary for the Permitted Purpose and the provision of the Services, subject to the terms and conditions of this Agreement.

1.2. The Recipient agrees that the Recipient may disclose Confidential Information to its Associates and Affiliates who have a bonafide legal need to have access to the Confidential Information to the extent necessary for the Permitted Purpose. The Recipient shall use all reasonable endeavors to ensure that any person to whom it passes any Confidential information under clause 2.2 (unless disclosed under clause 2.4 below) acknowledges and complies with the provisions of this Agreement as if that person were also a party to it.

1.3. The Recipient shall exercise concerning the Confidential Information no lesser security measures and degree of care than those which the Recipient applies to its confidential information.

1.4. If any disclosure is required by law or by any court of competent jurisdiction or by any other statutory and/or regulatory authority of any country with jurisdiction over the affairs of the Recipient, then the Recipient undertakes, to the extent practicable and permissible, to give the Disclosing Party prior written notice of such disclosure.

1.5. The Recipient shall use its reasonable efforts to prevent the disclosure of any of the Confidential Information except as mentioned in clauses 2.2 and 2.4.

Duration

2.1. The Parties agree that this Agreement shall be valid for two (2) years from the date of the execution of the same and the obligations of confidentiality shall apply to Confidential Information for 2 years from the date of original disclosure to the Recipient.

Exceptions

This Agreement shall not apply to any Confidential Information:

(a) to the extent that it is or comes into the public domain otherwise than through a breach of the terms of this Agreement;

(b) which was in the Recipient’s possession before it received it from the Disclosing Party and which the Recipient had not previously obtained from the Disclosing Party or a third party on behalf of the Disclosing Party under an obligation of confidence and which, in either case, as far as the Recipient is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;

Further Agreements

The Parties further agree that:

(a) No right or license is granted to the Recipient concerning any of the Confidential Information other than as expressly set out in this Agreement.

(b) The Recipient shall not disclose to any person except those referred to in clauses 2.2 and 2.4 the fact that discussion or negotiations are taking place between the Consultant and Company concerning the Services including the contents of this Agreement.

(c) No failure or delay by the Parties in exercising any right or power under this Agreement shall operate as a waiver of that right or power and no single or partial exercise of that right or power shall preclude any other or further exercise of that right or power or the exercise of any other right or power.

(d) On completion of the Services, all the Disclosing Party’s Confidential Information retained in hard paper copy or other tangible format are to be destroyed or returned to the Disclosing Party save to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or under the internal policy, or where the Confidential Information has been disclosed under clause 2.4 above.

(e) A person who is not a party to this Agreement shall not have any right to enforce or to enjoy the benefit of any provision of this Agreement.

Injunctive Relief

It is agreed and understood that in the event of a breach of this Agreement, damages may not be an adequate remedy and the affected Party shall be entitled to seek injunctive relief or specific performance as well as any other applicable remedies at law or in equity to restrain any such breach threatened or actual.

Governing Laws 

The Parties of this Agreement hereby agree, confirm and declare that the Agreement shall be governed and shall be construed under the laws as applicable in, and the courts shall have exclusive jurisdiction to try any dispute arising under this Agreement.

Any notice or notification in connection with this Agreement shall be in writing and any notice or other written communication pursuant hereto shall be signed by the Party issuing the same and shall be addressed to or the Consultant at their respective addresses mentioned hereinabove or to such other address as the concerned party may inform the other Party in accordance with the provisions of this clause.

By entering into this Agreement Consultant is not restricted from entering into similar agreements with others.

This Agreement does not oblige either Party to disclose or receive Confidential Information.

IN WITNESS WHEREOF the Parties hereto have hereunto executed these presents on the day and the date first hereinafter written.

For and on behalf of:

<Company 1> 

Click here to download a legally-binding template – a confidentiality agreement sample. 

Know more on confidentiality agreement sample

If you would like to know more about the confidentiality agreement sample and discuss non disclosure agreement in detail, contact eSahayak US today. 

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