What Are Some Important Things to Include in a Confidentiality Agreement?


Quick Answer

Important things to include in confidentiality agreements include definitions of confidential information, what is excluded from the agreement, the obligations of the person agreeing to confidentiality, the time period to which the agreement applies, and any miscellaneous provisions, notes Nolo. While confidentiality agreements can be oral, it is much easier to prove breaches when they are written.

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Full Answer

Confidentiality agreements should include very specific language regarding what is considered confidential, without actually disclosing that information, advises Nolo. Examples of information that parties to the agreement may want to include are financial information, software codes and proprietary processes. If certain information is not covered by the agreement, such as anything involving works created or discovered prior to involvement with the other party, it is important to specify that.

People writing confidentiality agreements should include language that specifies any obligations beyond maintaining confidentiality, such as agreeing to not encourage others to breach it, according to Nolo. The agreement should also include how long confidentiality is expected as of the date it goes into effect. Miscellaneous provisions included at the end of confidentiality agreements specify things such as applicable state laws, how disputes regarding breaches are settled, and who is responsible for attorneys' fees in the event of disputes.

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