Confidentiality Agreement

How To Use

This review list is provided to help you to complete the Confidentiality Agreement and to ensure that the necessary steps are taken to make it effective, yet presentable to get most interested parties to sign it for your corporation’s protection.

  • The Confidentiality Agreement is used when one party (the “Owner”) will disclose its valuable confidential information to someone else (the “Recipient”). This disclosure is “one way”, not reciprocal. Make sure these terms are appropriate for your situation. As a practical matter, you should have several copies available and prepared in advance for meetings with potential recipients. It is far easier to get these signed in person than by mail when they have time to reflect upon it and may have various other parties in their organization possibly undermining your efforts to get it signed.
  • Make sure that your information is marked to show the name of the owner and keep a record of the information that is disclosed. It may also be appropriate to label the information “Confidential”. At the conclusion of the evaluation by the Recipient, the Owner should demand the return of disclosed information as provided in the agreement. Doing this in person makes all of this much easier from a practical point of view. In fact, you should make this an integral and important part of any Sales presentation and be sure your sales people have copies ready for signature.
  • Laws vary from state to state and change over time, especially with regards to these kind of commercial and intellectual property restrictions. Before using this well care document, consider having a lawyer review it to make sure it complies with current regulations as they apply to your corporation in your state.
  • Have the Recipient sign two copies. They keep one for their files; you keep the other for yours.  If it should come to litigation at a later date, it will help your cause if they produce the signed document in discovery.  We strongly recommend you keep a separate binder for Confidentiality Agreements and periodically review it to be sure all appropriate parties have signed it. Often, new parties will review your materials at the company of the original Recipient. You should make it an ongoing obligation of your sales people and your management to try to obtain these signatures when you visit or meet with the other parties. Do this in person for the best results.  Mailing these documents both cuts down on the rate of obtaining signatures and tends to “put off” the potential signatory.