Free Confidentiality Agreement Template

A confidentiality agreement is a written contract that requires one or more parties to keep certain information private. In many cases, it works like a non-disclosure agreement (NDA) and sets rules for how information can be used and shared.

For example, you might use a confidentiality agreement during business talks, product development, hiring, or other situations where sensitive details come up. If you want an NDA format instead, you can use Document Genius’s non-disclosure agreement template.

What Is Confidential Information?

Confidential information is information that is not meant to be shared with unauthorized people. It often includes trade secrets, business plans, pricing, prototypes, financial data, and similar materials.

If you want trade secret protections, be specific. Federal trade secret law defines what may qualify as a “trade secret.”

Confidential information can be shared in different forms, including:

• Oral: Conversations, presentations, or calls.
• Written: Notes, reports, manuals, or proposals.
• Digital: Files, emails, cloud folders, code, or screenshots.
• Observed: Information learned by touring a workspace or seeing a process.

Use a confidentiality agreement when you need to share private details, but you also want clear boundaries around confidentiality and permitted use.

Common situations include sharing information with:

• Employees: Protect business information during onboarding or ongoing work. You can also pair this with an employment contract for broader terms.
• Independent contractors: Protect client data, processes, and internal documents. If you are hiring a contractor, start with an independent contractor agreement.
• Service providers and vendors: Control access to sensitive files, systems, or customer details.
• Investors: Protect financial projections, product roadmaps, and technical details shared during fundraising.
• Joint ventures and partnerships: Set expectations when both sides share plans or data. A partnership agreement can also help define roles and ownership.
• Buyers and sellers in a deal: Protect business information shared during due diligence. If you are selling a business, a business purchase agreement may also be needed later.

Confidentiality agreements usually fall into one of two categories. The right one depends on who is sharing information.

• Unilateral (one-way): One party shares information, and the other party agrees to keep it confidential.
• Mutual (two-way): Both parties share information, and both agree to protect what they receive.

If only one side is disclosing information, a unilateral confidentiality agreement is often simpler, and easier to enforce.

A confidentiality agreement works best when it clearly defines what is covered and what is not. Also, many agreements include common exclusions, such as information that is already public or independently developed.

Confidential information often includes:

• Trade secrets: Processes, formulas, methods, or other protected business know-how.
• Intellectual property: Inventions, creative work, and other protected rights.
• Client and customer information: Lists, account details, or purchasing history.
• Financial information: Revenue, costs, pricing, forecasts, or budgets.
• Software and technical details: Code, architecture, prototypes, or product documentation.
• Marketing and growth plans: Campaign strategy, positioning, and internal performance data.

Information often excluded from protection includes:

• Public information: Details that are widely available without a breach.
• Prior knowledge: Information the receiving party already had before disclosure.
• Independent development: Work created without using the confidential information.
• Disclosures required by law: For example, a valid court order or legal requirement.
• Illegal conduct: Agreements generally cannot require secrecy around illegal acts.

A strong confidentiality agreement is clear, limited to the real risk, and easy to follow. Document Genius helps you build one with a guided form, so you can cover the basics without missing key terms.

1. Name the parties. Add the legal names, addresses, and contact details for the disclosing party and receiving party. Also, note whether each party is an individual or a business.
2. State the purpose. Explain why information is being shared, such as a hiring process, vendor relationship, project, or potential partnership.
3. Define what is confidential. List what is covered, and whether confidentiality applies to all shared information or only specific categories.
4. Set use limits. Explain how the receiving party may use the information, and what uses are prohibited. Clearly state what penalties will apply if the agreement is breached (such as filing a case with the court to stop the sharing of information or seeking money damages).
5. Address non-solicitation and similar limits if needed. In some situations, you may want to restrict employee poaching or client solicitation. Keep these terms reasonable, and aligned with your business purpose.
6. Choose a time period. Set how long confidentiality lasts. However, avoid terms that are overly broad, since they can be harder to enforce.
7. Select governing state law. Choose the state that controls the agreement, since rules can vary.

If you are working with a contractor on a build, you may also want a construction contract for pricing, scope, and timelines.

Yes, a confidentiality agreement can be enforceable. However, it is more likely to hold up when it is specific and fair.

Courts may scrutinize confidentiality terms that are too vague, too broad, or overly restrictive. Because of that, your agreement should clearly cover:

• What information is protected
• How the receiving party must handle it
• What uses are allowed
• How long the obligations last

If someone breaches the agreement, the disclosing party may pursue legal remedies. For example, they may send a formal notice to stop the conduct, such as a cease and desist letter, and they may also seek other legal relief depending on the situation.

Your confidentiality agreement should explain when disclosure is allowed and when it is prohibited. In many agreements, the receiving party may only use confidential information for the stated purpose, and they may not share it outside that scope.

Common permitted disclosure situations include:

• Compliance with a valid court order
• Disclosure required by law
• Sharing with approved service providers who are under matching confidentiality obligations

Otherwise, unauthorized disclosure is usually treated as a breach. Therefore, it helps to list who can access the information, how it must be stored, and what steps the receiving party must take if there is an accidental leak.