Confidentiality Agreement (Mutual)

A Confidentiality Agreement is a legal document that you can use to disclose confidential information to another party, while legally forbidding the other party from disclosing that information to any person or entity. This document is only enforceable if it is signed by you and the other party, therefore it is crucial that it is signed before you share any confidential information.

This is a mutual (multilateral) Confidentiality Agreement, meaning both parties are bound to protect any confidential information disclosed. If only one party is to be bound by the agreement we also have a one-way Confidentiality Agreement available here.

Use this Confidentiality Agreement if:

• You would like to disclose confidential information
• You would like to stop confidential information from falling into the wrong hands; and
• You would like to protect the confidential information of one party.

What does the Confidentiality Agreement cover?

• A description of the confidential information;
• Confidential rights and obligations of the parties;
• Protection of sensitive information;
• Return of confidential information at the end of the agreement;
• Obligations regarding proper use of the information; and
• Circumstances where disclosure is permitted.

Other names for Confidentiality Agreement include:

• NDA;
• Non-Disclosure Agreement; and
• Gag Order

How long is a confidentiality agreement effective for?

It is not an essential element of a confidentiality agreement to impose a specific time-frame. It is recommended that a confidentiality agreement should not contain a time-frame and an obligation on confidentiality remain until the information is no longer classified as confidential and enters the public domain. In cases where the parties decide to agree on a time-limit, to ensure enforceability, the deadline must not go over what is reasonably necessary to protect the legitimate business interests.

Will my confidentiality agreement be enforceable overseas?

A confidentiality agreement would only be enforceable in the country or state specified in the agreement. The laws in the respective country or state would govern the agreement.

Should I ask my employees and interns to sign a confidentiality agreement?

One of the most common types of Confidentiality agreements exists between an employer and employee. Confidentiality agreements are beneficial in the context of employment because they allow for a free-flow of confidential information within the workplace to maximise business efforts while at the same time prohibit employees and interns from using or disclosing confidential information.Employees should refer to their employment agreement, as it may already include a binding confidentiality clause.

Who else should sign a confidentiality agreement?

Clients

When engaging with clients or potential clients, a business or entity may have the clients sign a confidentiality agreement when sensitive information is disclosed.

Vendors

A business that relies on third-party vendors who may have access their confidential information should get the vendor to sign a confidentiality agreement during their business relationship to ensure their information is protected.

Contractors

Having an independent contractor sign a confidentiality agreement where they may have access to confidential information during their employment, would prevent the contractor from acting on the information and protect the contracting entity.

Investors

Investors may be asked to sign a confidentiality agreement when commercially sensitive information is shared between the parties to ensure the information does not go public, and the information is protected.

What happens if the terms of my a confidentiality agreement are broken?

A confidentiality agreement would usually set out the rights of a party in the event of a breach by the other party. These rights may include compensation by way of damages or a right to seek a court order in their respective jurisdiction.