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A confidentiality agreement should include a clear definition of the confidential information, scope of the agreement, obligations of the receiving party, the duration of the contract, any exceptions to confidentiality, and the consequences of a breach of the contract.
Make sure to include the confidential information you need to protect under the agreement, including business secrets, financial information, and customer data. The agreement should also specify the parties involved, including the disclosing and the receiving parties.
Here is a common example: CONFIDENTIALITY NOTICE: This message and any accompanying documents contain information belonging to the sender which may be confidential and legally privileged. This information is only for the use of the individual or entity to which it was intended.
Each Party (i)shall maintain the other Party's Confidential Information strictly confidential, (ii)agrees that it will take the same steps to protect the confidentiality of the other Party's Confidential Information as it takes to protect its own Confidential Information, which shall in no event be less than reasonable ...
Obligations can include: not using or exploiting the confidential information in any way except for the purpose; not recording the confidential information except as strictly necessary for the purpose; not transmitting it in any form or by any means outside its usual place of business; and not directly or indirectly ...
(Confidential Information is information and data of any kind concerning any matters affecting or relating to [Company Name], the business or operations of [Company Name], and/or the products, drawings, plans, processes, or other data of [Company Name] not generally known or available outside of the company.)
Upon signing this agreement, [insert name of the receiving party] agrees not to use any sensitive, privileged, or confidential information disclosed to them by [insert your name or business name] for any purpose other than the intended use as would be relevant to the relationship entered into by the parties.
A typical confidentiality clause might say, "The phrases and circumstances of this Agreement are completely confidential between the parties and shall not be disclosed to anybody else. Any disclosure in violation shall be deemed a breach of this Agreement."