If you are in a business that deals with sensitive information, then a confidentiality agreement is essential to protect your company`s valuable assets. A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a legal document that outlines the terms and conditions under which one party agrees to keep information confidential.

Here are some key provisions every confidentiality agreement should contain:

Definition of Confidential Information

The agreement should clearly define what information is considered confidential. This includes information related to the business, including trade secrets, client lists, financial information, and intellectual property. It is important to be as specific as possible in defining confidential information to ensure that all parties are on the same page and that there is no ambiguity.

Duration of Confidentiality

The agreement should specify the duration of the confidentiality obligation. The length of the obligation depends on the type of information being disclosed. For example, trade secrets may require a longer duration of confidentiality compared to other non-sensitive information.

Scope of Confidentiality

The agreement should define the scope of the confidentiality obligation. It should specify who is obligated to keep the information confidential, including employees, contractors, and third-party vendors. It should also specify the circumstances under which the information can be disclosed, such as in the case of a court order or legal obligation.

Exclusions from Confidentiality

The agreement should specify any exclusions from the confidentiality obligation. For instance, information that is already publicly available or information that was developed independently by the receiving party should be exempt from the confidentiality obligation.

Remedies for Breach of Confidentiality

The agreement should specify the remedies available to the disclosing party in case of a breach of confidentiality. This may include monetary damages, injunctive relief, or both. It is important to be clear and specific about the remedies to ensure that the parties understand the consequences of breaching the agreement.


A confidentiality agreement is an essential tool for any business that deals with sensitive information. By including the key provisions outlined above, you can ensure that your company`s valuable assets are protected and that any breach of confidentiality is appropriately addressed. If you are unsure about how to draft a confidentiality agreement, consult with an experienced attorney who can provide guidance and ensure that the agreement meets your business`s specific needs.