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Confidentiality and IP

Confidentiality agreement template

Confidentiality agreement: A confidentiality agreement is a contract that stops people who receive sensitive information, such as employees, contractors or partners, from disclosing or misusing it.

Last reviewed 6 November 2026 · 6 clauses · General guidance, not legal advice

Upload yours for a review and e-signature, or save it as a team template.

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When to use a confidentiality agreement

  • Onboarding employees or contractors who handle client data
  • Bringing in advisers, auditors or consultants
  • Protecting trade secrets during a joint project

Confidentiality agreement template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Definition

    Confidential Information includes trade secrets, customer lists, pricing, source code, plans and any information marked or treated as confidential.

  2. Duty of confidence

    The Recipient will keep Confidential Information secret and not disclose it to anyone without prior written consent.

  3. Security

    The Recipient will store Confidential Information securely and follow [Company]’s information security policies.

  4. Personal data

    Where Confidential Information includes personal data, the Recipient will handle it in line with applicable data protection law.

  5. Duration

    The duty of confidence continues after the relationship ends for [5] years, and for trade secrets for as long as they remain secret.

  6. Return of materials

    When the relationship ends the Recipient will return all documents, devices and copies containing Confidential Information.

What to check before you sign

  • Does it cover personal data and point to the relevant data protection law?
  • Are whistleblowing and legally required disclosures protected?
  • Is the survival period reasonable?

How to send a confidentiality agreement for e-signature

  1. Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

Confidentiality agreement template: frequently asked questions

Is a confidentiality agreement the same as an NDA?

In practice yes. “Confidentiality agreement” is often used for employees and contractors, “NDA” for deals between companies.

Can a confidentiality agreement stop whistleblowing?

No. In most countries clauses that prevent reporting wrongdoing to regulators are unenforceable, and good templates say so expressly.

Is an electronically signed confidentiality agreement legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a confidentiality agreement I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

NDA templateMutual non-disclosure agreementEmployment contract templateEmployment contractIndependent contractor agreement templateIndependent contractor agreement

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.