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Purpose of this contract 

This Confidentiality Agreement is a very simple agreement, intended to cover business discussions between two small businesses (for example, initial discussions between a service provider and a customer).

The agreement reflects the following assumptions:

• There are two parties and both parties expect to disclose confidential information. If only one party expects to disclose confidential information, then consider a one-way confidential agreement.
• The information to be disclosed, although confidential, does not involve patentable technology or trade secrets. Although the definition of "confidential information" includes these items, if the parties expect to exchange information about patentable technology or trade secrets, consider whether a different approach is required for managing disclosures: for example, a procedural approach [link to item in general consideration] that requires the receiving party to take specified measures to manage the information and to whom it may be disclosed.
• The parties are not competitors and do not expect to be competitors in the future. If the parties are or may become competitors, consider:
  • as the disclosing party, whether and to what extent to disclose confidential information;
  • as the receiving party, whether and to what extent to receive confidential information; and
  • whether the restrictions on the use of the confidential information are appropriate.
• The term of the agreement is indefinite, meaning that the obligations continue in perpetuity, subject to certain exceptions (for example, confidential information becoming publicly known - see section 1(b)).
• If you have questions or concerns about whether this template is suitable for you, you will consult a lawyer in your jurisdiction.

Some of the issues not addressed in this Confidentiality Agreement include:

• An obligation of a party not to compete with the other party (often called a non-compete clause).
• Rights to use residual information.
• A definite term (i.e. length of time) for the agreement or for certain obligations (e.g. a time limit on the confidentiality obligations and use restrictions): this agreement template has an indefinite term, meaning that the obligations continue in perpetuity (subject to, for example, confidential information becoming public and other exceptions - see section 1(b))

Is this template suitable for you?

LexPublica can't choose a contract template for you nor give you legal advice (see our Terms of Service). No single confidentiality agreement is appropriate for all circumstances. If you're not sure about what you need, you should consult a lawyer in your jurisdiction. You should also consult a lawyer if you need help customizing this template for your individual circumstances.

Filling out the template

1. The date you fill in at the top of the template will be the date on which the agreement becomes effective (even if that date is different than the date on which the parties sign the agreement).
2. Fill in the name and address of each of the parties to the agreement.
   1. For corporations, make sure you use the full, legal corporate name (e.g., "[The Corporation Corp.], a company incorporated under the laws of [Jurisdiction], with an address at [Address]").
   2. For individuals, use their full, legal name (e.g., "[Name], an individual with an address at [Address]").
   3. Similarly, indicate other entity types such as a partnership.
   4. You may want to include an email address and a phone number in case you need to contact the party later. For businesses, you may also want to include an individual contact's name and title.
3. In section 2, fill in the purpose for which the Receiving Party may use the Confidential Information, for example, "evaluating a potential business relationship".
4. In section 11, fill in the jurisdiction whose law you want to apply to this agreement. For example:
   
   This Agreement is governed by the laws in effect in the State of New York.

   This Agreement is governed by the laws in effect in the Province of Ontario.

   If both parties are in the same jurisdiction, that may be the jurisdiction you wish to use. If the parties are in different jurisdictions, you'll have to decide or negotiate which jurisdiction's laws you wish to apply.

   This contract template is intended to be compatible with common law jurisdictions. You should consult a lawyer if you have any questions about jurisdiction or want legal advice on the agreement in general.

5. Finally, fill in the party name and individual signer's name.

Attribution requirement

As noted at the end of the template, you may use and share the template with anyone, free of charge, on the terms of the Creative Commons Attribution 3.0 Unported License, and you must keep the notice (including links) on copies of the template, including on versions that you fill out and use.

You may also modify the template. If you do so, you must include the following notice at the end of the modified template: