sample of confidentiality agreement for a business plan

Understanding Business Plan Non-Disclosure Agreements (NDA)

Written by Dave Lavinsky

When it comes to starting or expanding a business, creating a comprehensive business plan is crucial. A business plan is a written document that outlines the goals, strategies, financial projections, and other key details of a business venture. However, sharing sensitive business information, such as trade secrets, proprietary methods, or financial data, with potential investors, partners, or employees can pose risks. That’s where a Business Plan Non-Disclosure Agreement (NDA) comes into play.

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This article will explain to you what an NDA is and provide a sample NDA. However, before discussing that, it is important to note that most investors and lenders will not sign an NDA. So,  you’ll need to keep that in mind.

Typically on the cover of a business plan , we’ll include the following:

CONFIDENTIAL 

This document includes confidential and proprietary information of and regarding [Your Company Name].  This document is provided for informational purposes only.  You may not use this document except for informational purposes, and you may not reproduce this document in whole or in part, or divulge any of its contents without the prior written consent of [Company Name]. By accepting this document, you agree to be bound by these restrictions and limitations.

While such a statement is far from 100% legal protection, it may provide dissuade readers from divulging information about your business plan and company.

What is a Business Plan Non-Disclosure Agreement

A Business Plan Non-Disclosure Agreement, also known as a Confidentiality Agreement or NDA, is a legal contract that aims to protect the confidential and proprietary information shared in the plan from being disclosed or used by third parties without authorization. It establishes a legally binding agreement between the parties involved, and it helps to ensure that the sensitive information shared in the business plan remains confidential and is not misused.

The main purpose of a Business Plan NDA is to safeguard the intellectual property and confidential information of a business. This may include, but is not limited to:

• business strategies
• financial projections
• marketing plans
• customer lists
• trade secrets
• proprietary technology
• other sensitive information that gives a business a competitive advantage 

By signing a Business Plan NDA, the recipient agrees to keep the information confidential and not to disclose, use, or exploit it for any purpose other than the intended business relationship.

What Key Elements are included in a Business Plan Non-Disclosure Agreement

A well-drafted Business Plan NDA typically includes the following key elements:

Definition of Confidential Information: Clearly specifying what information is considered confidential and protected under the agreement. This may include a broad or specific definition of confidential information, depending on the needs of the parties involved.

Obligations of the Receiving Party: Outlining the responsibilities of the recipient of the confidential information, including the duty to maintain confidentiality, restrictions on disclosure and use, and the requirement to return or destroy the information after the business relationship ends.

Permitted Disclosures: Identifying situations where the recipient may be allowed to disclose the confidential information, such as to legal or financial advisors, or as required by law.

Term and Termination: Establishing the duration of the NDA and specifying the conditions under which it can be terminated, such as by mutual agreement or by breach of the agreement.

Remedies for Breach: Outlining the consequences of breaching the NDA, such as damages, injunctive relief, or other remedies available under the law.

Governing Law and Jurisdiction: Specifying the applicable law and jurisdiction that will govern any disputes arising from the NDA.

Sample Business Plan Non-Disclosure Agreement:

Below is a sample business plan non-disclosure agreement (NDA). Since we are not lawyers, we recommend that have a lawyer review any NDAs you plan on using.

[Your Company Name]

[Recipient Name]

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between Your Company Name (“Disclosing Party”) and Recipient Name (“Receiving Party”).

Definition of Confidential Information: The term “Confidential Information” shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, including but not limited to business strategies, financial projections, marketing plans , customer lists, trade secrets, proprietary technology, and any other information that is not publicly available.

Obligations of the Receiving Party: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating the possibility of a business relationship between the parties and shall not disclose or use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

Permitted Disclosures: The Receiving Party may disclose the Confidential Information to its employees or advisors on a need-to-know basis, provided that such employees or advisors are bound by similar confidentiality obligations.

Term and Termination: This Agreement shall remain in effect for a period of [insert duration, e.g., 2 years] from the date of execution, unless terminated earlier by mutual written agreement or by breach of this Agreement. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information and provide written certification of such return or destruction to the Disclosing Party.

Remedies for Breach: In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief, as well as damages for any losses incurred as a result of the breach.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [insert applicable jurisdiction such as “California”]. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively by the courts of [insert applicable jurisdiction].

Entire Agreement: This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to the Confidential Information.

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

By signing below, the parties acknowledge and agree to the terms of this Agreement:

[insert name, signature and date lines]

This business plan nondisclosure agreement is between , an individual , a(n) (the " Disclosing Party ") and , an individual , a(n) (the " Receiving Party ").

The Disclosing Party has created a business plan for  (the " Business Plan" ), which contains certain confidential and proprietary information. The Disclosing Party wants to make the Business Plan available to the Receiving Party for the purpose of .

The Receiving Party will review, examine, inspect, or obtain the Business Plan only for the above-described purposes, and to otherwise maintain the confidentiality of that Business Plan pursuant to the terms of this agreement.

The parties therefore agree as follows:

1.   CONFIDENTIAL INFORMATION.

The Disclosing Party shall provide a copy of the Business Plan to the Receiving Party within  days of the signing of this agreement. In conjunction with its delivery of the Business Plan, the Disclosing Party may (but is not required to) disclose certain of its confidential and proprietary information to the Receiving Party. " Confidential Information " means:

• (i) provided or shown to the Receiving Party or its directors, officers, employees, agents, and representatives (each a " Receiving Party Representative ") by or on behalf of the Disclosing Party or its directors, officers, employees, agents, and representatives (each a " Disclosing Party Representative "); or
• (ii) obtained by the Receiving Party or a Receiving Party Representative from review of the Business Plan, or other documents or property of, or communications with, the Disclosing Party or a Disclosing Party Representative; and
• (b) all notes, analyses, compilations, studies, summaries, and other material, whether provided orally, in writing, or by any other media, that contain or are based on all or part of the information described in subsection (a) (the " Derivative Materials ").

The Disclosing Party shall identify Confidential Information disclosed orally as confidential within  days of disclosure. The Disclosing Party's failure to identify information as Confidential Information is not an acknowledgment or admission by the Disclosing Party that that information is not confidential, and is not a waiver by the Disclosing Party of any of its rights with respect to that information.

2.   OBLIGATION TO MAINTAIN CONFIDENTIALITY.

• A. a Receiving Party Representative who needs to know the Confidential Information for the purposes
• of its business with the Disclosing Party; and
• B. a Receiving Party Representative who signs a confidentiality agreement; and
• C. with the Disclosing Party's prior written authorization; or
• (ii) use the Confidential Information for any purposes other than those contemplated by this agreement.
• (b) Term.  The Receiving Party shall, and shall require each Receiving Party Representative to, maintain the confidentiality and security of the Disclosing Party's Business Plan and other Confidential Information until the earlier of: (i) such time as the Business Plan and all Confidential Information of the Disclosing Party disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Receiving Party or (ii) the third anniversary of the disclosure. However, to the extent that the Disclosing Party has disclosed information to the Receiving Party that constitutes a trade secret under law, the Receiving Party shall protect that trade secret for as long as the information qualifies as a trade secret.

3.   EXCLUSIONS.

The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that:

• (a) was or becomes publically available other than as a result of a disclosure by the Receiving Party in violation of this agreement;
• (i) the source of such information is not bound by a confidentiality agreement with the Disclosing Party or is not otherwise prohibited from transmitting the information to the Receiving Party or a Receiving Party Representative by a contractual, legal, fiduciary, or other obligation; and
• (ii) the Receiving Party provides the Disclosing Party with written notice of such prior possession either (A) before the execution and delivery of this agreement or (B) if the Receiving Party later becomes aware (through disclosure to the Receiving Party) of any aspect of the Business Plan or other Confidential Information as to which the Receiving Party had prior possession, promptly on the Receiving Party so becoming aware; or
• (i) provide the Disclosing Party with prompt notice of any such request or requirement before disclosure so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy; and
• (ii) provide reasonable assistance to the Disclosing Party in obtaining any such protective order.
• If a protective order or other remedy is not obtained or the Disclosing Party grants a waiver under this agreement, then the Receiving Party may furnish that portion (and only that portion) of the Business Plan or other Confidential Information that, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or otherwise required to disclose. The Receiving Party shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Business Plan or any Confidential Information so disclosed; or
• (d) was developed by the Receiving Party independently without breach of this agreement.

4.   RETURN OF PROPERTY.

If the Disclosing Party requests, the Receiving Party shall and shall cause each Receiving Party Representative to promptly (and no later than  days after the request):

• (a) return all Confidential Information and the Business Plan to the Disclosing Party; and
• (b) destroy all Derivative Material and within days of this destruction, provide a written certificate to the Disclosing Party confirming this destruction.

5.   NO PUBLICITY.

The parties shall keep the existence of this agreement, and the transactions or discussions contemplated by this agreement, strictly confidential, except as required by law and except as the parties otherwise may agree in writing before a disclosure.

6.   OWNERSHIP RIGHTS.

The Receiving Party acknowledges that the Business Plan and Confidential Information are, and at all times will be, the Disclosing Party's sole property, even if suggestions made by the Receiving Party are incorporated into later versions of the Business Plan. The Receiving Party obtains no rights by license or otherwise in the Business Plan or other Confidential Information under this agreement. Neither party solicits any change in the other party's organization, business practice, service, or products, and the disclosure of the Business Plan or other Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Business Plan or other Confidential Information may pertain to prospective or unannounced products. The Receiving Party may not use the Business Plan or other Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.

7.   GOVERNING LAW; EQUITABLE RELIEF.

• (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .
• (c) Equitable Relief. A breach of this agreement will cause irreparable harm to the Disclosing Party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Business Plan or other Confidential Information. If the Receiving Party discloses the Business Plan or other Confidential Information in violation of this agreement, the Disclosing Party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.

8.   AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

9.   ASSIGNMENT AND DELEGATION.

• (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
• (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

10.   COUNTERPARTS;  ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

11.   SEVERABILITY.

If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.

12.   NOTICES.

• (a) Writing; Permitted Delivery Methods . Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Disclosing Party:

• If to the Receiving Party:
• (c) Effectiveness.  A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

13.   WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

14.   ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

15.   HEADINGS .

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.

16.   EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

17.   NECESSARY ACTS; FURTHER ASSURANCES.

Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature.

Free Business Plan Non-disclosure Agreement Template

What's a business plan non-disclosure agreement.

A business plan non-disclosure agreement, also known as a confidentiality agreement or an NDA, is designed to build trust in your business relationships. By learning from the beginning what type of information is confidential, you can safely explore all private aspects of your business venture. Avoid accidental leaks by clarifying that your business plan is confidential before sharing. This prevents consultants from becoming your competitors.

Here's the information you'll need to have handy to complete your business plan non-disclosure agreement:

-  Who it's coming from:  Have you or your company's name and contact information ready.

-  Who it's going to : Have the name and contact information of the party you're asking to sign the NDA ready, too.

-  Business name : Know the business name the plan's about.

-  Timing : Know when you want this to take effect and other deadlines to include.

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Confidentiality Agreement Template

Used 5,606 times

Use this Confidentiality Agreement to protect confidential information when disclosing it.

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Prepared for:  [Client.FirstName] [Client.LastName] ​ [Client.Company]

Created by:  ​ [Sender.FirstName] [Sender.LastName] [Sender.Company]

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This Confidentiality Agreement (the “Agreement”) is made effective as of Date, between Owner Of Confidential Information, of Address, City, Zip Code, and Recipient Of Confidential Information, of Address, City, Zip Code.

In this Agreement, the party who owns the Confidential Information will be referred to as “Owner,” and the party to whom the Confidential Information will be disclosed will be referred to as “Recipient.”Owner is part of Owner Business Name. Recipient is part of Recipient Business Name.

Definition of Confidential Information:

Reasons for Disclosing Confidential Information:

The Owner requests and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree to the terms as follows:​

I. CONFIDENTIAL INFORMATION. The term “Confidential Information” is defined as any information or material which is the property of Owner, whether or not owned or developed by Owner, which is not generally known by anyone other than Owner, and which Recipient may obtain through any direct or indirect contact with Owner.

A. Confidential Information includes the following without limitation:

___Business records and plans

___Financial statements

___Customer lists and records

___Trade secrets

___Technical information

___Products

___Inventions

___Product design information

___Pricing structure

___Discounts

___Computer programs and listings

___Source code and/or object code

___Copyrights and other intellectual property

___Other proprietary information________________________________

B. Confidential Information does not include (select all that apply):

___Matters of public knowledge that result from disclosure by Owner

___Information rightfully received by Recipient from a third party without a duty of     confidentiality

___Information independently developed by Recipient

___Information disclosed by operation of law

___Information disclosed by Recipientwith the prior written consent of Owner

        and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION.

Recipientunderstands and acknowledges that the Confidential Information has been developed or obtained by Owner through the contribution of time, effort, expense and creativity, and that the Confidential Information is a valuable, asset of Owner which provides Owner with a significant advantage, therefore said Confidential Information needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Recipientagrees to not disclose and hold in confidence the Confidential Information to any person or entity without the prior written consent of Owner. Additionally, Recipientagrees that:

i. No Copying/Modifying will Occur. Recipientwill not copy or modify any Confidential Information without the prior written consent of Owner.

ii. No Disclosure to Employees. Recipientshall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed will sign a nondisclosure agreement substantially the same as this Agreement following the request of Owner.

iii. Unauthorized Disclosure of Information.

If it appears that Recipienthas disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Owner shall be legally entitled to an injunction to restrain Recipientfrom disclosing, in whole or in part, the Confidential Information. Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

III. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of Owner, Recipientshall return to Owner all written materials containing the Confidential Information. Recipientshall additionally deliver to Owner written statements signed by Recipientcertifying that all materials have been returned within five (5) days of receipt of the request.

IV. NO WARRANTY.

Recipientacknowledges and agrees that the Confidential Information is provided on an AS IS basis. Owner MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Owner BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Owner does not represent or warrant that any product or business plans disclosed to Recipientwill be marketed or carried out as disclosed, or at all. Any actions taken by Recipientin response to the disclosure of the Confidential Information shall be solely at the risk of Recipient.

V. LIMITED LICENSE.

Recipientshall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Recipientacknowledges that, as between Owner and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Owner, even if suggestions, comments, and/or ideas made by Recipientare incorporated into the Confidential Information or related materials during the period of this Agreement.

VI. GENERAL PROVISIONS.

This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information or until the Confidential Information disclosed to Recipientis no longer confidential. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of State name. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

IMPORTANT NOTE.

Additional documents accompanying the Confidentiality Agreement should be marked as “confidential” before being given to a second party. If attaching additional documents, note them in the following format below.

[Sender.Company]

[Sender.FirstName] [Sender.LastName]

[Client.Company]

[Client.FirstName] [Client.LastName]

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How to Write a Business Plan Confidentiality Agreement

By: Author Tony Martins Ajaero

Home » Business Plans

Are you about pitching your idea to investors? If YES, here is a detailed guide on how to write an ironclad confidentiality agreement for a business plan. Confidentiality statements are documents that are prepared for the safety of parties that are about to go into a business contract.

Also known as non-disclosure agreements, confidentiality statements help to preserve sensitive information that various business parties might bring to the table when transacting business. Business confidentiality statement in essence is a document that states that when a company’s business plan has been revealed, they will not be able to discuss the contents of it with anyone that is not part of the agreement.

Confidentiality or nondisclosure agreement has various uses in the world of business. An individual with a patentable invention or idea may need to enter into partnership with a manufacturer or marketing firm; and of course, he would want to keep his or her invention a secret.

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Again, two companies considering a joint venture may need to share the names of their investors – but may not want those names to reach competitors’ ears. Confidentiality agreements can cover all these scenarios; the parties can tailor them to their specific needs before a meeting or negotiation, or over the course of a contractual relationship.

Tips to Note When Writing a Business Plan Confidentiality Statement

A. use the proper contract format.

The proper contract format that is generally used when writing a confidentiality statement is the standard contract format. In this writing format, single-spaced paragraphs with a double space between them is used. Each paragraph constitutes a separate term of the contract and are also numbered for specification. If you have any sub-paragraphs, indent them under the main paragraph and mark them with a letter, as though you were writing an outline.

B. Agreement type

There are two types of agreement to use when writing your confidentiality statement. A unilateral and mutual confidentiality agreement. A unilateral confidentiality agreement is used when only one party is disclosing information, while a mutual agreement is used when both or all parties involved are disclosing information.

You have to decide whether the confidential relationship established will be mutual or one-way. Mutual confidentiality agreements are necessary when you’re providing information to a company so they can provide you with something secret in return. For example, you may be disclosing your plans for a secret invention to a professional who will help you devise a marketing plan.

You need a one-way confidentiality agreement if you need to share confidential information with an employee or contractor who will not be sharing secrets of their own, simply doing work for you. There are also other scenarios where you may require either type of agreement, that is why you have to note the type of confidentiality agreement you need.

How to Write an Ironclad Business Plan Confidentiality Agreement

Provide a list of parties involved in the agreement.

When writing a confidential agreement, you must identify who are the parties to be covered by the agreement. If someone is to be involved in the agreement, but he or she is not listed, you must know that the agreement is not binding on them.

For example, if the agreement is between two companies, the CEO of the company may be able to sign for her entire company, but the agreement should also specify that all employees of the company who have access to the information are bound by its provisions.

Parties can be identified by referring to classes of people, such as “employees” or “engineers,” as long as the person signing the agreement has the authority to bind those people.

Unless the agreement forbids a contractor to have a subcontractor assist with the work, all subcontractors should be included as parties to the agreement as well. This is done so as not to leave any loopholes behind that people can take advantage of.

Describe what the other party is agreeing to

In this part, you need to make known the types of information you wish to keep confidential. This can include any sort of information that might be exchanged between the parties. For instance, if you are designing a software, you might include not only the code and design of the app itself, but also any prototypes, testing procedures and results, or reviews and comments from designers.

This portion of the agreement is designed to set the boundaries of confidential information without disclosing the information itself. It can also be stated that information cannot be disclosed without written consent of the Disclosing Party. The information should only be used for business purposes, and only on a “need to know” basis. And that the information can only be disclosed when the receiving party signs a non disclosure agreement .

List information excluded from confidentiality

Of course not all information should be hidden in a business arrangement. So, for this reason, you need to specify the information that are not under confidentiality. These information may not be a list of specific things, but broad categories of information that don’t have to be protected as confidential. Most of these categories are created by law.

For instance, if an information is already public knowledge then it is not be put under the category of protection. Likewise, information that the receiving party learns from a third party or of which they had prior knowledge cannot be considered confidential, and should be listed as non confidential.

One of the most important exclusions is that if the receiver creates something independently before entering the confidential relationship, it cannot be considered party of the confidentiality agreement even if it happens to use or include some of the same or similar secret information or processes.

Other things that are not under the confidentiality agreement include;

• An information the Receiving Party owned before the agreement
• If the Receiving Party legally received it from another source
• If the Receiving Party is required to disclose in a lawsuit or administrative proceeding
• If it is being or has been developed by the Receiving Party’s employees, consultants, or agents.

Describe what happens if the other party breaches the contract

Wherever there is a law, there must be consequences for breaking it. A typical remedy for this type of contract is an injunction. You can ask for a court order to stop the person who breached confidentiality from continuing to share the information in violation of the agreement.

In some federal cases, under the DTSA, a court may grant the owner the right to seize the property which may be used in “extraordinary circumstances.” You may also require the return of Confidential Information.

You also have the ability to sue for damages incurred as a result of the breach of confidentiality, which may include penalties. For example, in some states you may have the ability to get double or triple damages if the breach was intentional rather than accidental.

Some confidentiality agreements include stiff financial penalties if secret information is revealed to the general public. Others leave the consequences up to a judge or arbitrator to decide. How detailed you want to get with penalties generally relates to how unique the information being disclosed is, and how damaging it would be if it got out.

Establish the obligations of the party receiving the information

Confidentiality agreements typically limit the ways the receiving party can use the confidential information provided, as well as provide the standard for keeping and protecting confidential information.

For example, if you’re looking for investor evaluations of something you’ve invented, your confidentiality agreement may specify that the information can only be used for the purposes of evaluating the product and not in the evaluator’s own business.

If you’re having an employee or contractor sign a confidentiality agreement, you would probably want to limit your employee’s use of information to the performance of job duties directly related to the employment.

Many confidentiality agreements recite that receivers must keep the information disclosed to them in the same way they would keep their own confidential information. However, this statement only works if the receiving party has a known policy for handling confidential information.

Generally, confidentiality standards include limiting access to the information and taking basic precautions to keep the information secure so it doesn’t easily fall into outside hands. Such precautions might include, for example, using encryption for emails discussing the confidential information.

If your confidentiality agreement relates to software designs, inventions or technology, it should include a statement that the receiver of the information has no license, expressed or implied, in the information by virtue of its disclosure.

State when the agreement ends

Whatever has a beginning must have an end, and same applies to a confidentiality agreement. In writing one, you have to specify when the agreement is going to elapse, and when the parties can get out of the loop. State when the agreement ends and what notice must be given to the other party about the termination. You can set one of two options for when the agreement ends:

Your agreement should specify two time periods: the period during which disclosure will be made, and the time period thereafter during which the information should be kept confidential.

American confidentiality agreements typically last for a period of five years, although some may only last two or three years. The end point doesn’t have to be a specific date, but there should be a specific date used as a starting point. Otherwise it’s unclear when the agreement will take effect and for how long it will be enforceable.

If your agreement specifies a confidentiality period of two years, for example, but fails to establish when that two year period starts, the receiver of the information can argue that she didn’t believe the agreement had gone into effect yet.

Another way to set a specific starting date is to have the confidentiality period start from the date the agreement is signed. If you use this method, make sure you don’t disclose any secrets until you have the signature and the agreement is in force.

The confidentiality time period also may end when a certain event happens. For example, if you’re seeking evaluation of a new product, the confidentiality period may end when you market and distribute that product in stores.

Add any necessary miscellaneous provisions

This section is typically located towards the end. The miscellaneous section is sometimes called boilerplate. All agreements contain various clauses that don’t fit in any other section, such as which state’s law will apply and whether attorneys’ fees will be available to an injured party if they agreement is breached. These agreements are then put under the miscellaneous section. This section, though negligent, but should not be overlooked because of the details it is wont to contain.

Provide space for all parties to sign the agreement

For your confidentiality agreement to be binding, it has to be signed. For this reason, you have to provide a page where parties involved in the agreement would pen down their signatures. Without the agreement signed, it cannot go into effect.

With the use of a confidentiality statement, otherwise known as a non-disclosure agreement, the parties can keep nonpublic information under wraps. These contracts bind the parties to very specific pledges on the disclosure of information and are enforceable under the laws of the state where they are created.

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Business Plan Confidentiality Agreement

A business plan confidentiality agreement (or NDA) is used when sharing a business idea or plan with consultants, investors, or anyone else that is evaluating your business. It establishes what information cannot be shared and prevents any misunderstandings. This confidentiality agreement is used as a legally binding document with the parties that are meeting each other. It will help establish definitions about trade secrets and when information can be shared.

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The Importance of a Business Plan NDA

Risks of not using it, what to include in a business plan non-disclosure agreement.

Even when a business is new, there can still be plans or ideas that can be stolen. Having an NDA agreement for a business plan prevents your unique ideas from being misused by another party.

As with any confidentiality agreement, a business plan NDA will keep your information safe. You will know that your business idea will not be used by someone else. Your plan may have potential trade secrets and other company secrets that you do not want public. A statement of confidentiality will prevent that from happening.

Using a business plan disclosure agreement can prepare you for using NDAs for your business career, both with third parties and employees. Many businesses have trade secrets and confidential information that you want to control the release of. Using the nda template from the beginning will help your business establish good practices.

A business plan covers many different ideas and aspects of running a business. Marketing, competition, and finances are all included. This is valuable information that you want to protect, in many cases for the entire time you are running your business.

Business plans cover a lot of important information that you will want to protect, oftentimes for the entire time it’s operating. Keeping these plans safe will help your business have a successful start and continue to grow.

Aspects of your business plans that you will want to be protected by a business plan confidentiality agreement include market analysis and strategy, list of competitors, staffing and employee plans, and financial data.

This research and planning cover not only your business idea but what you have discovered about other businesses in a similar market. These plans can be protected with a non-disclosure agreement for a business plan to help you keep the right information safe.

When you don’t use a business plan confidentiality agreement you have the risk of your business idea being used or sold without your permission. It would be a shame if all of the time and energy that you spent on developing just the right ideas were used by someone else. Business plans being stolen is a real threat and you want to protect yourself from it.

If the worst-case scenario occurs and the business idea is stolen from you, a business plan confidentiality agreement will also give you recourse options, including compensation. It will save you time and money to establish what information was publicly known and what was revealed during the business plan meeting.

With a confidentiality agreement, all parties have agreed to what information was not allowed to be shared, making getting legal help easier. There will be less confusion with NDAs signed before any confidential information is shared.

A business plan non-disclosure agreement should include many similar aspects of other statements of confidentiality. These agreements define the terms of what is confidential and what can happen if there is a breach of contract.

1. Define Confidential Information

The first item to include in a non-disclosure agreement for a business plan is to define confidential information and how it applies in this document. It can include revenue predictions, spending plans, and predicted future trends among many other aspects of running a business. Without these terms being defined.

2. The Agreement of Confidentiality

The next item to include is the agreement of confidentiality on the receiving parties. This includes talking about what is the meeting, making copies of any documents, or making commercials from the topics discussed. This will also cover how the receiving party will handle being asked about confidential information.

In cases where documents and materials are being shared, a confidentiality agreement will also disclose that these materials be returned within a time frame. The receiving party cannot make copies or share this information without the consent of the business owner.

3. Exclusions

Exclusions are included in a business plan confidentiality agreement to cover what the receiving party already knew before the agreement, if information becomes public knowledge, or is available through other sources legally.

4. Duration

A non-disclosure agreement for a business plan also covers how long the agreement is in effect. This can be until a specified date or certain provisions are met, such as being released from the confidentiality agreement or the information stops being a trade secret.

5. Courts and Contracts

A statement of confidentiality will also include general provisions about if the agreement is determined to be void by a court and an agreement that the current contract supersedes previous contracts and agreements.

6. Legal Ramifications

Legal ramifications for a breach of the confidentiality agreement are also included. This can include legal action and pay for legal fees. These fees will be paid to the disclosing party or business owner, from the receiving party to cover damages and loss of business from the broken contract.

Once the business plan confidentiality agreement is signed and dated, the contract is placed into effect unless otherwise made void.

When drafting a confidentiality agreement for a business idea, you want to use the right language and organize it correctly. They can cover a lot of information and you want to ensure that all the right information is accounted for to protect your business plans.

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Confidentiality Agreement Template

Use our Confidentiality Agreement to protect your sensitive information.

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Updated January 2, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

Use a confidentiality agreement if you need a party to keep specific information disclosed for a certain period or as long as the relationship with that party lasts, whether as a business or between individuals.

What is a Confidentiality Agreement?

Types of confidentiality agreements, when should i use a confidentiality agreement, what does a confidentiality agreement protect, what to include in a confidentiality agreement, confidentiality agreement sample, frequently asked questions.

A confidentiality agreement is a legally binding contract to protect confidential or proprietary information shared between businesses or individuals.

The parties agree not to disclose the information outlined in the agreement for the duration of the relationship or a specified period.

• Mutual: used when both parties disclose and receive information that must remain confidential.
• Unilateral: used when one party discloses confidential information (disclosing party) while the other party receives and promises to keep the information confidential (receiving party).

If you and another individual or business wish to pursue a relationship that requires disclosing confidential information, you should use a confidentiality agreement. For example, if you’re engaging with:

• Employees: New hires should sign an employee confidentiality agreement or a specified period after termination.
• Independent contractors: Prevent independent contractors from sharing sensitive information with competitors.
• Consulting firms: Ensure your internal information is safeguarded during and after an audit.
• Businesses:   Protect your proprietary information when pursuing joint ventures, partnerships, mergers, and acquisitions.
• Interviewees: Protect the information shared with a candidate during the interview process with an interview confidentiality agreement .

If you’ve been asked to enter into a non-disclosure agreement, it’s essential to understand when you should (and shouldn’t) sign an NDA .

A confidentiality agreement protects any information you’ve categorized as confidential in your form:

• Marketing strategies : long- and short-term plans for marketing a company’s products and services to customers
• Product plans : every stage of product development from ideation and beta testing to product launch
• Financial information : all documentation and procedures that make up a company’s finances, including forecasts, reports, taxes, expenditures, profits, losses, and more
• Source code : original code created by programmers employed or contracted by the company
• Intellectual property : copyrights, patents, and trade secrets developed or purchased by the company

A standard confidentiality agreement should include the following information:

• Receiving and Disclosing Party : If either party is a business, you’ll need to specify which type (LLC, corporation, etc.) and where it was formed, as well as include a representative’s name, title, and contact information.
• Confidential Information : Specify the types of confidential information the agreement protects
• Non-Compete Clause : Decide whether or not to include a non-compete clause, and specify when the non-compete period ends.
• Non-Solicitation Clause : Restrict the receiving party from hiring your employees for some time by including a non-solicitation clause.
• Term: Outline how long the agreement will last — this is often how long the potential business relationship is.
• Duration : Define how long the receiving party must maintain confidentiality after the agreement ends.
• Jurisdiction : Establish which state’s laws will govern the agreement.
• Effective Date : Decide when the agreement goes into effect.

Here’s what a standard confidentiality agreement looks like:

How do I ensure my confidentiality agreement form is valid?

Although state laws differ, your confidentiality agreement form will be legally binding and enforceable if:

• It’s signed and dated by both the receiving and disclosing party
• The confidential information defined in the agreement is unavailable to the public
• The scope of the agreement is not overly broad
• An item listed as confidential, such as a product design, cannot be developed or replicated easily without access to the designs.

Just because the document is valid doesn’t mean the other party will adhere to it. Understand what to do if someone breaks your NDA .

Can confidentiality agreements be indefinite?

Yes, confidentiality agreements can be indefinite. Even if there’s a definite term, the obligations of the agreement can be stated to go on indefinitely.

However, most signatories to the agreement would prefer the document to expire at some point.

How long should a confidentiality agreement last?

A confidentiality agreement should last as long as you require the information to be confidential. Typical time frames are between one and five years, but they can be as long as needed.

The agreement should last an appropriate length of time to cover the disclosing party’s interests.

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21 Basic Confidentiality Agreement Examples (Free Templates)

In business, there are instances in which you may find yourself in a situation where you have to share confidential or proprietary information with another party. But the best way to do so safely is to ensure that the other party is bound to respect the confidential information you are looking to share with them and not to use it to your detriment. One way to protect the secrecy of confidential information shared with another party is through the utilization of Non-Disclosure Agreements (NDA), also referred to as a “Confidentiality Agreement.”

A confidentiality agreement template, on the other hand, is a ready-to-use document that is just needed to be filled and serves the same purpose as a handwritten confidentiality agreement.

It is a legal contract that prohibits someone from sharing any information deemed confidential. The confidential information is usually defined in the Agreement, which typically includes but is not limited to confidential/proprietary information, trade secrets, and any other details which may comprise personal information or events.

Confidentiality Agreement Examples

When Should you Use a Confidentiality Agreement?

There are many instances where it may be appropriate. But the prime situations are those in which you wish to share your ideas or something valuable about your business, but you still want to make sure that the other Party doesn’t steal, share or use the information without your consent.

Here are some basic situations where you may want to use a confidentiality agreement:

• Presenting a business idea or an invention to a potential investor, partner, or distributor
• Sharing marketing, financial, or any other information with a potential buyer of your business
• Receiving services from an individual or company who may have access to some confidential information in providing those services
• Allowing your employees access to confidential information of your business during their job
• When you are looking to employ an independent contractor or consultant, and you wish for them to keep your personal or company information private

Mutual Vs. Non-Mutual Confidentiality Agreements

Confidentiality agreements come in two basic formats: a one-sided agreement or a mutual agreement. The one-sided Confidentiality Agreement is when only one side will be sharing the information with the other while the mutual confidentiality form is for situations where both sides are looking to share confidential information.

Even though there is always some appeal to using a mutual form of a confidentiality agreement, most people really shy away from the mutual form, especially if they are not planning to receive confidential information from the other side. One way to do this is to let the other side know that you are not looking to receive any confidential information from them, so you don’t see the need to sign a mutual confidentiality agreement should they ask for one.

Key Elements of Confidentiality Agreement Template

Confidentiality Agreement Templates don’t have to be extensive and complex. In fact, a well-structured confidentiality agreement template shouldn’t run more than a few pages long.

The key elements of confidentiality agreement templates include:

• Identification of all the parties

Definition of what is to be considered as confidential

• Exclusions from confidentiality treatment

The terms of the Agreement

Identification of all the parties to the agreement.

All the parties to the confidentiality agreement templates are usually a straightforward description set forth at the onset of the Agreement. If it is a non-mutual confidentiality agreement template, then the disclosing Party is often known as the “disclosing party,” and the receiver of the information is referred to as the “recipient” or the “receiving party.”

 The complicated part here is getting to think about whether any other companies or people would also be a party to the confidentiality agreement template. Does the recipient of the confidential information expect to show the information to a related or affiliate company? To an agent? To a partner? If that’s the case, then the confidentiality agreement template should cover those third parties.

This part of the confidentiality agreement template deals with defining what confidential information means in the confidentiality agreement template Is it all the information being shared? Is it only those designated as “Confidential” in writing? Is it a verbal or written piece of information?

Whereas, on the one hand, the disclosing Party would like confidential information to be as broad as possible to ensure that the other party doesn’t find any loophole and start using its valuable information.

On the other, if you are the recipient of the confidential information, you have a legitimate desire to ensure that the information that you have been tasked with maintaining its confidentiality is clearly identified so that you know and understand what you may or may not use.

Oral information, mainly, can be very hard to deal with. Some recipients often insist that only confidential information conveyed in writing needs to be considered confidential. And, of course, the disclosing Party may say that this is too narrow. The usual compromise is that any oral information can be considered confidential information, but the disclosing Party has to confirm that the recipient is aware of what oral statements are to be considered as confidential.

The receiving party’s scope of the confidentiality obligation

The main core of the confidentiality agreement template is a two-part obligation on the recipient of the confidential information: to maintain the confidentiality of the information they receive and not to use the confidential information in any way without the consent of the disclosing Party.

So, the first part is that the receiving party has to keep the information a secret. And this typically means that the recipient has to take the necessary steps to prevent any other party from obtaining the information through them. An example of such steps may include only letting a few people within the company gain access to the information if necessary, and they are all informed of the nature of the confidentiality of the information.  

The second part is also very critical – that the receiving Party can’t use the information without the consent of the disclosing Party. After all, the last thing the disclosing Party wants is for the receiving Party to take the information or their great idea and use it for self-gain.

If the confidentiality agreement templates’ scope is broad enough, then the disclosing Party can be able to sue for damages or stop the receiving Party if they breach either their non-use confidentiality agreement template obligation.

Exclusions from confidentiality

All confidentiality agreement templates have certain exclusions from the obligations of the receiving Party. Such exclusions are meant to address situations where it would be too burdensome or unfair for the other Party to keep and maintain the confidentiality of the information they receive.

Common reasons that may prompt the exclusion of the receiving Party from their obligation include:

• If the information being shared is already known to the recipient
• The information being shared is already in the public domain
• The recipient independently acquired the information without reference to or use of such information of the disclosing Party
• The information has been disclosed to the recipient by some other party who has no obligation of maintaining the confidentiality of such information to the disclosing Party

A confidentiality agreement template can also deal with situations in which the recipient is forced to disclose confidential information through a legal process. The receiving party should be allowed to do so if mandated by a court order without breaching the confidentiality agreement template as long as the recipient has informed the disclosing Party in advance of such proceedings.

What is the duration of the Agreement? Some attorneys may argue that a confidentiality agreement template should not be time-bound. Why should someone be afforded the right to use your confidential information any time simply because the confidentiality agreement template has lapsed?

But if you are the receiving Party, you probably would like to insist on a definite term when the confidentiality agreement template should end. After all, certain confidential information becomes useless after a certain period anyway, and the cost of policing confidentiality obligations can, at times, be too expensive if it is a “forever” obligation.

Therefore, if you agree to the terms of the confidentiality agreement template, what is reasonable? Well, it all depends on the type of information shared and the type of industry you are in. In some businesses, five to six years may be acceptable due to the rapid changes in technology that may render such information pretty much worthless.

Most confidentiality agreement templates normally have a two to five-year time limit. But the confidentiality agreement template should also state that, even if the duration is ended, the disclosing Party isn’t giving up any rights that are included under patent, copyright , or other intellectual property laws. 

Other Provisions that may be Included in a Confidentiality Agreement

Other provisions that you may want to include in your confidentiality agreement to protect your company from further issues depending on the type of information you are looking to disclose, may include:

Employee solicitation: If the receiving party has access to your employees, you may want to incorporate a clause that will prevent them from soliciting or hiring your employees for either the entire duration of the Agreement or for the first 12-24 months of the Agreement. The other Party may, at the time, agree to that, with some carve-outs, of course. For instance, the receiving Party may want the limitation to apply only to those employees whom they might have come into contact with during their review of such information or interviews.

The jurisdiction in a dispute: If you are the disclosing Party, you may want to ensure that if there are any disputes as to whether the other Party has lived up to their obligations, the dispute will be handled exclusively in the state in which the Agreement was officiated which in most cases is your city. You don’t have to travel and incur additional costs to enforce your confidentiality agreement.

Injunction: Your confidentiality agreement template should- depending on the type of information being disclosed- have a section that gives you the merit to injunctive relief to stop the other Party from breaching the Agreement. This simply implies that you can get a court order to stop the other Party from doing the breaching act.

No rights in the recipient of the information: At times, it is important that you have a clause stating that just because you have disclosed confidential information with the receiving Party, they don’t get any rights to the information or your ideas or even a right to enter into a deal with you.

Basic Confidentiality Agreement Template

This Confidentiality Agreement (the “Agreement”) is by and between ____________ with its head offices at _____________ (“disclosing party”) and ____________ (the “receiving party) located at ________________. For the intention of preventing unauthorized disclosure of Confidential Information as defined herein. Both parties i.e. the Disclosing and the Receiving Party hereby agree to enter into a confidential relationship with regard to the disclosure of certain confidential and proprietary information.

Definition of Confidential Information. For the sole purpose of this Confidential Agreement, “Confidential Information” shall include any material or information that has or could be of commercial value or other utility in the business in which the Disclosing Party is engaged. If the Confidential Information is in the written format, then the Disclosing Party shall designate it in writing with the word “Confidential” or with any other similar wording. If the Confidential Information is disclosed verbally, the Disclosing Party shall, before they disclose such information, promptly provide a writing indicating that such communication constituted Confidential Information.

Exclusion from Confidential Information. The Receiving Party’s duties under this Confidential Agreement do not extend to information that is: (i) known to the public at the time of the disclosure or if the information subsequently becomes known publically through no fault of the Receiving Party; (ii) if the information is already known to the Receiving Party before being disclosed to them by the Disclosing Party; (iii) if the Receiving Party learns of the information through a valid means other than form the Disclosing Party or their Representatives; or (iv) if the information is disclosed to the Receiving Party by the Disclosing Party before a written approval.

Obligations of the Receiving Party. The Receiving Party shall hereby hold and maintain the Confidential Information disclosed to them in utmost poise for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall also restrict access to Confidential or Proprietary information to employees, third parties, and contractors as is required and shall require those persons first to sign a confidentiality agreement that is as protective as those in this Agreement.

The Receiving Party shall not, without the consent of the Disclosing Party, use the confidential information for the Receiving Party’s benefit, publish, copy or disclose to others, or cause to be published, or permit the use of such information by others for their benefit or to the detriment of the Disclosing Party, any confidential or proprietary information. The receiving Party shall return to the Disclosing Party all records, notes, printed, written, or any other tangible material in its possession with regards to the Confidential Information immediately if the Disclosing Party Requests so in writing.

Duration of the Agreement. The nondisclosure clauses of this Confidentiality Agreement shall survive the termination of this Agreement, and the Receiving Party’s obligation to hold the Confidential Information in confidence will no longer qualify as a trade secret or until the Disclosing Party sends to the Receiving Party written consent releasing the Receiving Party from this Confidentiality Agreement, whichever occurs first.

Relationships. Nothing contained in this confidentiality agreement shall be deemed to constitute either Party, a joint venture, employee, or partner of the other party for any reason whatsoever.

Severability. If any part of this Agreement is found to be invalid or enforceable by a court of law, the remaining part of the Agreement shall be interpreted to best to affect the intent of the Disclosing Party

Integration. This confidentiality agreement expresses the complete understanding of both parties concerning the subject matter of this Agreement and supersedes any prior agreements, proposals, understandings, and representations. This Agreement shall not be amended in any way except with the written consent of both parties.

Waiver. Failure of either Party to express any rights provided for in this Agreement will not be considered a waiver of any prior or subsequent rights

This Confidentiality Agreement and each Party’s obligations shall be binding on the assigns, representatives, and successors of either Party. Each Party has agreed that by signing this Agreement, they accept all the terms of this Agreement.

Disclosing Party

Receiving Party

Free Confidentiality Agreement Templates

Frequently Asked Questions

Are confidential agreements enforceable.

Although the laws usually vary with each state, Confidential Agreements that address specific confidential information are enforceable provided that: • The terms of the Agreement are not too broad • The terms of the Agreement do not unfairly restrict either Party with excessive time frames or burdens • The information being disclosed referenced in the Confidentiality Agreement is not known to the public • The confidential information being disclosed is not against the best interest of the public

What Is The Difference Between Non-Complete And Non-Solicit Clauses?

A non-compete clause prevents the receiving Party from disclosing confidential information to a competing enterprise or starting a business/venture that is in direct competition with your business.

Alternatively, a non-solicitation clause prohibits any other party, for example, a former employee or business partner, from using insider information to poach or entice away other employees or contractors working for your business.

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A business confidentiality agreement form (or non-disclosure agreement) is a legally binding contract that an individual, or enterprise, must sign when handling specific information as a commerce secret. Additionally, both need to pledge to never disclose any information to someone else without the proper authorization.

Why do you need a business confidentiality agreement form ? When you own an enterprise, one of the goals of the business confidentiality agreement form is to make sure the proprietary information you wish to share with an individual or group won’t become public under any circumstances. Additionally, a business confidentiality agreement form “ enables you to provide access to proprietary information belonging to a different individual or group, and you wish to make clear that the phrases under agreement is covered by a proper non-disclosure agreement.”

We strongly recommend you have your legal counsel review the business confidentiality agreement form before you ask someone to sign it. Legal counsel needs to make sure the business confidentiality agreement form is accurate and as effective as possible. 

The outlined Non-Disclosure Agreement (the “Agreement”) enters into agreement between _________________ (“Disclosing Party”) and  _________________ (“Receiving Party”). The purpose of this agreement is to prevent unauthorized disclosure of Confidential Information of Company X as defined below. Both parties enter this relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

• Definition of Confidential Information

“Confidential Information” includes all information or material that has or could have commercial value or other utility in Company X in which the Disclosing Party is engaged. If there is Confidential Information in written form then the Disclosing Party must label or stamp the material with the word “Confidential” or a similar warning. If the Confidential Information is conducted verbally then the Disclosing Party must provide a written document that indicates the verbal communication of Confidential Information – include the date, time and with whom.

• Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement do not extend to any of the following in terms of information that is: (a) known publicly at the time of disclosure or becomes subsequent public knowledge that is no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) Receiving Party legitimately learns from someone other than the Disclosing Party or representatives of the Disclosing Party; or (d) receives written approval by the Disclosing Party. 

• Obligations of the Receiving Party

The Receiving Party must maintain the Confidential Information in the strictest confidence. Receiving Party must be careful to restrict access to Confidential Information to employees, contractors, and third parties and requires that those persons sign nondisclosure restrictions. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

• Time Periods

Due to the non-disclosure provisions of this Agreement, everything in it will endure past the termination of this Agreement and the Receiving Party’s duty to contain Confidential Information in confidence are still in effect until the Confidential Information is no longer considered a trade secret or until the Disclosing Party sends the Receiving Party written notice to release the Receiving Party from this Agreement. 

• Relationships

For all purposes, nothing in this Agreement constitutes the Disclosing Party or the Receiving Party as a partner, joint venturer or employee of the other party.

• Severability

If this Agreement is found to be invalid or unenforceable by a court of the State (your state), the remainder must be interpreted to best effect the intent of the parties.

• Integration

Both parties understand the entirety of this Agreement and agree that it supersedes all prior agreements. This Agreement may not be amended, unless both parties sign in writing that an amendment is necessary. 

This Agreement and each obligation of both parties is binding and each party (or an authorized representative) has signed the agreement.

Disclosing Party

By: ____________________

Printed Name: ___________

Title: __________________

Dated: _________________

Receiving Party

By: ___________________

Printed Name: __________

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Business Plan Non-Disclosure Agreement (NDA) Template

The business plan non-disclosure agreement is a document that restricts any individual from divulging proprietary information that is shared through a business plan. Lets say for example, that an entrepreneur is starting a new company and would like to run their idea by a colleague or friend, the only legal way for that business plan to be kept confidential is by the 3rd party to sign a non-disclosure. If after signing the agreement the Recipient of the business plan shares the information contained in it with anyone else the entrepreneur that created the business plan would be entitled to seek damages usually resulting in a monetary gain.

How to Write

Step 1 – Download in Adobe PDF or Microsoft Word (.docx) .

Adobe PDF – Microsoft Word (.docx)

Step 2 – In the 1st paragraph write the name of the business or individual that is sharing the business plan.

Step 3 – Enter the name of the person or entity that is receiving the business plan.

Step 4 – The person or entity that received the plan must sign , print , and date on the bottom of the form. After the signature of the receiving party the agreement is complete.

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How to Write a Business Plan Confidentiality Agreement

Are you about pitching your idea to investors? If YES, here is a detailed guide on how to write an ironclad confidentiality agreement for a business plan. Confidentiality statements are documents that are prepared for the safety of parties that are about to go into a business contract.

Also known as non-disclosure agreements, confidentiality statements help to preserve sensitive information that various business parties might bring to the table when transacting business. Business confidentiality statement in essence is a document that states that when a company’s business plan has been revealed, they will not be able to discuss the contents of it with anyone that is not part of the agreement.

Confidentiality or nondisclosure agreement has various uses in the world of business. An individual with a patentable invention or idea may need to enter into partnership with a manufacturer or marketing firm; and of course, he would want to keep his or her invention a secret.

Again, two companies considering a joint venture may need to share the names of their investors – but may not want those names to reach competitors’ ears. Confidentiality agreements can cover all these scenarios; the parties can tailor them to their specific needs before a meeting or negotiation, or over the course of a contractual relationship.

Tips to Note When Writing a Business Plan Confidentiality Statement

A. use the proper contract format.

The proper contract format that is generally used when writing a confidentiality statement is the standard contract format. In this writing format, single-spaced paragraphs with a double space between them is used. Each paragraph constitutes a separate term of the contract and are also numbered for specification. If you have any sub-paragraphs, indent them under the main paragraph and mark them with a letter, as though you were writing an outline.

B. Agreement type

There are two types of agreement to use when writing your confidentiality statement. A unilateral and mutual confidentiality agreement. A unilateral confidentiality agreement is used when only one party is disclosing information, while a mutual agreement is used when both or all parties involved are disclosing information.

You have to decide whether the confidential relationship established will be mutual or one-way. Mutual confidentiality agreements are necessary when you’re providing information to a company so they can provide you with something secret in return. For example, you may be disclosing your plans for a secret invention to a professional who will help you devise a marketing plan.

You need a one-way confidentiality agreement if you need to share confidential information with an employee or contractor who will not be sharing secrets of their own, simply doing work for you. There are also other scenarios where you may require either type of agreement, that is why you have to note the type of confidentiality agreement you need.

How to Write an Ironclad Business Plan Confidentiality Agreement

Provide a list of parties involved in the agreement.

When writing a confidential agreement, you must identify who are the parties to be covered by the agreement. If someone is to be involved in the agreement, but he or she is not listed, you must know that the agreement is not binding on them.

For example, if the agreement is between two companies, the CEO of the company may be able to sign for her entire company, but the agreement should also specify that all employees of the company who have access to the information are bound by its provisions.

Parties can be identified by referring to classes of people, such as “employees” or “engineers,” as long as the person signing the agreement has the authority to bind those people.

Unless the agreement forbids a contractor to have a subcontractor assist with the work, all subcontractors should be included as parties to the agreement as well. This is done so as not to leave any loopholes behind that people can take advantage of.

Describe what the other party is agreeing to

In this part, you need to make known the types of information you wish to keep confidential. This can include any sort of information that might be exchanged between the parties. For instance, if you are designing a software, you might include not only the code and design of the app itself, but also any prototypes, testing procedures and results, or reviews and comments from designers.

This portion of the agreement is designed to set the boundaries of confidential information without disclosing the information itself. It can also be stated that information cannot be disclosed without written consent of the Disclosing Party. The information should only be used for business purposes, and only on a “need to know” basis. And that the information can only be disclosed when the receiving party signs a non disclosure agreement.

List information excluded from confidentiality

Of course not all information should be hidden in a business arrangement. So, for this reason, you need to specify the information that are not under confidentiality. These information may not be a list of specific things, but broad categories of information that don’t have to be protected as confidential. Most of these categories are created by law.

For instance, if an information is already public knowledge then it is not be put under the category of protection. Likewise, information that the receiving party learns from a third party or of which they had prior knowledge cannot be considered confidential, and should be listed as non confidential.

One of the most important exclusions is that if the receiver creates something independently before entering the confidential relationship, it cannot be considered party of the confidentiality agreement even if it happens to use or include some of the same or similar secret information or processes.

Other things that are not under the confidentiality agreement include;

• An information the Receiving Party owned before the agreement
• If the Receiving Party legally received it from another source
• If the Receiving Party is required to disclose in a lawsuit or administrative proceeding
• If it is being or has been developed by the Receiving Party’s employees, consultants, or agents.

Describe what happens if the other party breaches the contract

Wherever there is a law, there must be consequences for breaking it. A typical remedy for this type of contract is an injunction. You can ask for a court order to stop the person who breached confidentiality from continuing to share the information in violation of the agreement.

In some federal cases, under the DTSA, a court may grant the owner the right to seize the property which may be used in “extraordinary circumstances.” You may also require the return of Confidential Information.

You also have the ability to sue for damages incurred as a result of the breach of confidentiality, which may include penalties. For example, in some states you may have the ability to get double or triple damages if the breach was intentional rather than accidental.

Some confidentiality agreements include stiff financial penalties if secret information is revealed to the general public. Others leave the consequences up to a judge or arbitrator to decide. How detailed you want to get with penalties generally relates to how unique the information being disclosed is, and how damaging it would be if it got out.

Establish the obligations of the party receiving the information

Confidentiality agreements typically limit the ways the receiving party can use the confidential information provided, as well as provide the standard for keeping and protecting confidential information.

For example, if you’re looking for investor evaluations of something you’ve invented, your confidentiality agreement may specify that the information can only be used for the purposes of evaluating the product and not in the evaluator’s own business.

If you’re having an employee or contractor sign a confidentiality agreement, you would probably want to limit your employee’s use of information to the performance of job duties directly related to the employment.

Many confidentiality agreements recite that receivers must keep the information disclosed to them in the same way they would keep their own confidential information. However, this statement only works if the receiving party has a known policy for handling confidential information.

Generally, confidentiality standards include limiting access to the information and taking basic precautions to keep the information secure so it doesn’t easily fall into outside hands. Such precautions might include, for example, using encryption for emails discussing the confidential information.

If your confidentiality agreement relates to software designs, inventions or technology, it should include a statement that the receiver of the information has no license, expressed or implied, in the information by virtue of its disclosure.

State when the agreement ends

Whatever has a beginning must have an end, and same applies to a confidentiality agreement. In writing one, you have to specify when the agreement is going to elapse, and when the parties can get out of the loop. State when the agreement ends and what notice must be given to the other party about the termination. You can set one of two options for when the agreement ends:

Your agreement should specify two time periods: the period during which disclosure will be made, and the time period thereafter during which the information should be kept confidential.

American confidentiality agreements typically last for a period of five years, although some may only last two or three years. The end point doesn’t have to be a specific date, but there should be a specific date used as a starting point. Otherwise it’s unclear when the agreement will take effect and for how long it will be enforceable.

If your agreement specifies a confidentiality period of two years, for example, but fails to establish when that two year period starts, the receiver of the information can argue that she didn’t believe the agreement had gone into effect yet.

Another way to set a specific starting date is to have the confidentiality period start from the date the agreement is signed. If you use this method, make sure you don’t disclose any secrets until you have the signature and the agreement is in force.

The confidentiality time period also may end when a certain event happens. For example, if you’re seeking evaluation of a new product, the confidentiality period may end when you market and distribute that product in stores.

Add any necessary miscellaneous provisions

This section is typically located towards the end. The miscellaneous section is sometimes called boilerplate. All agreements contain various clauses that don’t fit in any other section, such as which state’s law will apply and whether attorneys’ fees will be available to an injured party if they agreement is breached. These agreements are then put under the miscellaneous section. This section, though negligent, but should not be overlooked because of the details it is wont to contain.

Provide space for all parties to sign the agreement

For your confidentiality agreement to be binding, it has to be signed. For this reason, you have to provide a page where parties involved in the agreement would pen down their signatures. Without the agreement signed, it cannot go into effect.

With the use of a confidentiality statement, otherwise known as a non-disclosure agreement, the parties can keep nonpublic information under wraps. These contracts bind the parties to very specific pledges on the disclosure of information and are enforceable under the laws of the state where they are created.

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