How to Create Your Own Confidentiality Agreement
A confidentiality, or non-disclosure agreement, is a means by which a company seeks to protect proprietary rights in its trade secrets, or other unique processes or methods that are essential to the profitable conduct of its business. The best way for a business to ensure that its secrets remain confidential is to insure that third parties who may be granted access to such information do not disclose the proprietary information.
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Instructions
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1
Prepare a confidentiality agreement template in your word-processing program. Insert your company name and leave a blank space so that you can fill in the names of those who will have access to the confidential information of your business. After your company name, put in parentheses ("Disclosing Party"), and after the name of those who will be granted access, put in parentheses ("Receiving Party"). By inserting these two respective terms, as appropriate, throughout the remainder of your agreement template, you will only need to change the name of those who will have access to the information for each new confidentiality agreement.
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2
Make a list of specific items that are essential to the successful operation and profitability of your business. It is better to be inclusive rather than limit which information is considered confidential. The list may include but not be limited to any of the following items: marketing studies, customer lists, business plans, or any unique processes that are incidental to the operation of your business.
The important issue is to apprise third parties who are granted access to your business information, that you consider each of the enumerated items to be confidential and proprietary to your business.
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3
Draft a clause that states that your company needs to protect its confidential information and secrets and that disclosure of the proprietary information would cause the company irreparable harm. There are numerous confidentiality agreements available on the Internet that contain sample text that you can review to help draft this, as well as other standard clauses.
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4
Insert a clause that clearly states the limited purposes for which the Receiving Party may use the confidential information.
Draft a clause concerning the manner in which the recipient of the company's confidential information will safeguard that information. This may include specific steps the recipient must take to preserve the confidential nature of the information so as to prevent inadvertent disclosure. If warranted, you may want to specify that access to the information be restricted only to certain named individuals. This particular provision can be altered or tailored as necessary.
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5
Number each of the clauses delineated in Steps 1 through 4 and use these provisions as the basis for your confidentiality agreement. Boilerplate language from online sample confidentiality agreements can be added as necessary.
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6
Obtain executed confidentiality agreements from existing and potential future employees. Be careful not to simply cut and paste the confidentiality agreement in its entirety without incorporating the following language: "The employee agrees upon termination of his employment to deliver all confidential information to the company and agrees not to use or disclose to any third parties any such confidential information acquired during the course of his employment with the company."
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