Confidentiality Agreement

Share your business processes and confidential business information with business partners and independent contractors without fear of your secrets being misused or spread Who should use this document? Lawyers Clients/Web Designers

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Table of Contents
Table of Contents..................................................................................................................................2 General Information..............................................................................................................................3 Checklist................................................................................................................................................5 Step-by-Step Instructions......................................................................................................................6 [Confidentiality Agreement].................................................................................................................7

General Information

Confidentiality Agreements (also called Non-Disclosure Agreements) are used to protect entitys (person or company) valuable information from being disclosed to other parties. These documents are used in many different industries, where ever there is valuable business information to protect. By using this agreement you can keep your valuable information safe. This particular form is a Confidentiality Agreement between a company and independent contractor. Using a Confidentiality Agreement is a great way for the company to keep their valuable and proprietary company information confidential. The information could be anything owned by the company; business plans, formulas, manufacturing secrets, ideas, innovations, customer lists and more. Before entering into a Confidentiality Agreement, it is important to check that the information you are protecting is not considered to be in the public domain already. The concept of public domain is quite broad, if you have told someone about your idea or written about it, it may be considered public domain already.

It is a good idea to make some effort in ensuring that your information is protected in other ways as well. If the matter ever went to court for instance, the court would look not only to the fact that an agreement was in place, but how the information was protected in other ways. For instance, limiting the amount of people that actually know about your idea, or particular information or concept. If it is common knowledge around the office, it could be argued that the information was already disseminated. Locking up plans, blueprints, formulas, etc. is also helpful. There are five key elements that need to be present in a good Confidentiality Agreement. Having a good definition of the confidential information to be protected; Mentioning anything that is not under the Non-Disclosure, if applicable; What are the obligations of the web designer?

How long will the agreement be in effect?

Checklist

Check and make sure that all information to be protected is mentioned in the agreement; This agreement required legal consideration to in order to be valid. Consideration is the exchange of something of value between the parties;

Both parties should sign the agreement and retain a copy for their records; Laws differ from state to state so it is always a good idea to check with the laws of your particular state;

If you have any questions or concerns it is recommended you seek legal advice.

Step-by-Step Instructions

This is a fairly straight forward Confidentiality Agreement that has been drafted for use between a company and an independent contractor. There is little information to fill in per se, that said it is still important the user read the document closely and in its entirety. Should the parties have any questions it is always recommended to speak with a lawyer. Fill in the company name. The paragraphs that follow define all type of information that is protected under this agreement. The contractor signs the document. Be sure that both parties retain a signed copy of this agreement for their files.

[Confidentiality Agreement]

CONFIDENTIALITY AGREEMENT
The services and obligations I have agreed to perform on behalf of ___________________ hereafter Company require I have access to and knowledge of certain confidential information. This confidential information may include, but is not limited to customer information, pricing data, supply sources, techniques, computerized data, maps, methods, product design information, market information, technical information, company standards and other confidential and/or proprietary information belonging to or licensed to, Company or its clients or customers, including but is not limited to, trade secrets, inventions, patents, and copyrighted materials hereafter Confidential Information. Some of this information may be made confidential by law or Companys policies. Confidential information may be in any form, including but not limited to, observation, data, written material, record, documents, drawings, photographs, computer programs, software, invention, discovery, improvement, development, tools, machine, apparatus, appliance, design, work of authorship, logo, system, promotional idea, customer list, customer need, practice, pricing information, process, test, concept, formula, method, market information, technique, trade secret, product and/or research related to the actual or anticipated research development, products, organization, marketing, advertising, business or finances of the Company, its affiliates or related entities. I also understand that access to all confidential information is granted on a need-to-know basis. A need-to-know basis is defined as information access that is required in order to perform my work. By signing this agreement I affirm I will refrain from disclosing confidential information to any third party including but not limited to friends, relatives, co-workers except as permitted by Company pursuant to policies and applicable law or as necessary in the performance of my services and obligations as a consultant, contractor or vendor for Company. By signing this agreement I affirm I will protect all confidential information, while engaged by the Company and after I have completed my services and obligations for the Company. I affirm all confidential information remains the property of the Company and may not be removed or retained by me when I have completed my services and obligations except as permitted by Companys policies or specific agreements or arrangements applicable to my services and obligations as a consultant, contractor or vendor for the Company. If I violate this agreement, I understand I will be subject to adverse action including termination of my ability to provide services to the Company. In addition, under applicable law, I may be subject to criminal or civil penalties. Copyright 2010 Docstoc Inc. 8

By signing this agreement I affirm I have read and understand the above agreement and agree to be bound by the terms as set fourth. ______________________________ Authorized Signature ______________________________ Print Name/ Company ____________________________ Date

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