Confidentiality agreement, write directly on the web Save as PDF · Word
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01A — The party providing the information
02A — the party receiving the information
03Conditions of confidentiality
It is a one-way contract in which only one party receives information. If information is exchanged with each other, include a special clause that states that both party A and party have the same obligations.
04Signature / Seal
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Preview · A4
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confidentiality agreement
NON-DISCLOSURE AGREEMENT
A (provider)
(recipient)
purpose
Party A and Party B enter into the following contract regarding confidentiality of information exchanged for the above purpose.
Article 1 (Definition of confidential information) In this contract, confidential information refers to the following information provided by A to B in writing, orally, or electronically.
Article 2 (Reasons for Exclusion) The following information is not considered confidential information.
1. Information that was already disclosed before provision
2. Information disclosed without fault of party B
3. Information that Party B already possessed legally
4. Information developed independently by Party B without using confidential information
Article 3 (Obligation to maintain confidentiality) Company B does not disclose confidential information to third parties and does not use it for purposes other than the above. B informs this information only to executives and employees who need to know for business purposes, and imposes the same obligation on those executives and employees.
Article 4 (Prohibition of duplication and export) Party B will not copy, film or export confidential information without Party A’s written consent, and will not store it in external storage or personal devices.
Article 5 (Disclosure according to law) If disclosure is required by law, such as a court or investigative agency, Party B will notify Party A without delay and disclose it only to the minimum extent requested.
Article 6 (Return/Disposal) When the contract ends or Party A requests it, Party B will immediately return the confidential information and its copies or destroy them in an irrecoverable manner and notify Party A of the fact.
Article 7 (Non-existence of rights) This contract does not grant Party B any license or right to use confidential information, and does not oblige Party A to conclude a transaction.
Article 8 (Contract Period) This contract is from the date of conclusion It is effective for one year. However, the obligation to maintain confidentiality under Article 3 persists even after the contract ends. It lasts for years.
Article 9 (Effect of violation) If Party B violates this contract, Party A shall compensate Party A for any damages incurred.
Article 10 (Jurisdiction) Disputes regarding this Agreement shall be the court of first instance jurisdiction.
In order to prove the establishment of the above contract, two copies of the contract shall be prepared, signed or sealed by Party A and Party B, and each Party shall keep one copy.
A (provider)
mutual
address
exponent(person)
(recipient)
mutual
address
exponent(person)
Longer content will have an A4 border and page count. One sheet of writing instructions is added to the Word file.
What kind of document is a confidentiality agreement?
A confidentiality agreement is a document that promises to protect information exchanged before working together. It is called NDA after its English abbreviation, and is also called a confidentiality agreement or confidentiality agreement.
To make an estimate, you must look at the other company's sales or system structure, and to outsource, you must hand over design documents and customer data. Even if the contract is not concluded, that information already remains with the other party. NDA is a written promise not to use the information for purposes other than its intended purpose.
It is usually written before the main contract. NDA is signed at the review stage and once the deal is confirmed service contractIt is common to put the confidentiality clause back in. Since it is difficult to directly extend an NDA signed between companies to individual employees of the other company, it is safer to obtain a separate pledge from the actual employees.
Formatting
The text is one A4 page. The parties and purposes are placed at the top, followed by 10 articles ranging from definitions of confidential information to jurisdiction. At the end, the date of writing and signatures on both sides are entered. If you download it in Word, a page of writing instructions will be attached at the end.
1Parties and Purpose
A (provider) name, representative, address
B (recipient) name, representative, address
Purpose (review/collaboration content)
Scope of confidential information
2Articles and signatures
Articles 1-2 Definition of confidential information and reasons for exclusion
Articles 3-5 Obligation to maintain confidentiality · Prohibition of duplication · Disclosure in accordance with laws and regulations
Articles 6-7 Return and disposal · Non-existence of rights
Articles 8-10 Contract term and duration, effect of violation, jurisdiction
Date of creation · Signature or seal of A and B
I recommend this to people like this
Company representative who outsources
When you need a commitment before handing over design documents or customer data.
Outsourcing studios and freelancers
When you want to clarify the scope of compliance before receiving materials.
Startups discussing investment and partnerships
If you need safeguards before sharing your business plan and metrics.
Two companies begin joint development
When the scope of use must be determined before exchanging technical data.
Things you can easily miss when writing
01Be specific about your purpose. If the purpose is broad, it becomes difficult to consider “use other than the intended purpose.”
02Decide when to return and dispose of. Even after the project is completed, data often remains on the other server.
03The duration must be written separately from the contract period. These two are most often confused.
04When concluding this contract service contractPlease make sure that there is no conflict with the confidentiality provisions and contents.
Frequently Asked Questions
What is the difference between NDA and confidentiality agreement?
A contract is a document in which two parties oblige each other, and a pledge is a document in which one party unilaterally promises. It is common to receive a contract between companies and a pledge from each employee or individual. This form is in the form of a company-to-company or person-to-person contract.
Will both parties sign even if only one party provides the information?
yes. This form is a one-way structure where A gives information and B keeps it, but since it is a contract, both parties sign it. If you are exchanging information with each other, include the sentence "Party A and B have the same obligations to each other" as a special contract, or rewrite the clause A and B in both directions.
How should I write down the scope of confidential information?
If you write “all information,” it’s rather difficult to argue with. List what you will actually keep, such as source code, design documents, customer lists, and cost and sales data. On the other hand, if you write too narrowly, information may be omitted, so it is better to write down representative items and add "other data provided as confidential."
After the contract period ends, do I no longer need to keep the secret?
no. Therefore, the duration of existence is set separately. This form, separate from the contract period, has a clause that states, “It will be maintained for several more years after termination.” For technical data, the period may be 3 to 5 years, but for information that is a trade secret, there may be no period.
If you set a placebo punishment, can you really get it?
Secret leaks have the characteristic of being very difficult to prove damages. So, if you set the amount per case in advance, you can actually bill. However, if the amount is too large, the court may reduce it, so set it at a level appropriate for the size of the transaction.
Can I use it after I have already turned over the material?
it's possible. Write down the sentence “This contract applies retroactively to information provided after ○ year, ○ month, and ○ day” in the special terms or action in case of violation column. However, the rule is to conclude before handing over the data.
Is what I write saved on the server?
It is not saved. The information you enter and the uploaded stamp photo are processed only within the browser, and PDF and Word files are also created on the user's device.
This is general information for guidance purposes only, and the provisions required will vary depending on the transaction structure and the nature of the information to be protected. If it is a matter of critical technology or a large transaction, check with a lawyer.
Confidentiality Agreement Reviews
These are stories left by people who actually filled out and submitted confidentiality agreements. It contains notes on areas where you got stuck while writing or the results after submission, so it is often more helpful than a guide for first-time users.
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