If you want to keep information secret, a confidentiality agreement template seems like the way to go. Download it, get the other person to sign it, and then go on your way – how hard can it be? Confidentiality agreements (also called non-disclosure agreements or NDAs) aren’t complicated, but before just using a confidentiality agreement template downloaded from the Internet, it’s important to understand what they are and how you can use them in your creative business.
Why There Is No All-Purpose Confidentiality Agreement Template
There is no all-purpose confidentiality agreement template because confidentiality agreements appear in a variety of situations, each with their own requirements: independent contractor agreements, company mergers & acquisitions, employment contracts, manufacturing agreements, licensing agreements, etc. You get the picture. The kind of confidentiality agreement that you will need depends on what you are doing. Using a confidentiality agreement template intended for something different than what you are doing can make things really screwy.
Another thing to understand is that the law surrounding confidentiality agreements varies by state, so if you do find a confidentiality agreement template on the Internet, it’s crucial to get professional advice to determine if that particular agreement will be enforceable in your state. While it might be good for one state, it could be truly disastrous for another.
Understanding Confidentiality Agreements
My common refrain (and this applies to any agreement): understanding what confidentiality agreements do, rather than just looking for a confidentiality agreement template, will serve you better in both the long and short runs. So in that spirit, I would like to point out a few things that you should consider when thinking about a confidentiality agreement:
- What types of information are confidential? It might be tempting to say that every piece of information disclosed is confidential, but it can often be more effective to specify exactly what is being protected. Claiming too much confidentiality can put a burden on all parties as they try to comply, and it might also end up missing the point of the agreement.
- Is the confidentiality mutual? Confidentiality agreements can either be mutual (both people have to keep information secret) or one-way. Make sure that you know which is which and whether there is any difference between the parties’ obligations in keeping information secure.
- Does confidential information need to be marked? Confidentiality agreements often require that confidential information be properly marked as “Confidential” to be covered under the agreement. Depending upon the situation, this may or may not be useful. It takes a little extra time, but it might also clear up ambiguity.
- How can the recipient use the information? The person receiving information might be restricted in how they use it – so if there are strict purposes for which the information should be used, it would be wise to include them in the agreement.
- How long does the confidentiality agreement last? Again, this will depend upon the agreement, but it’s often smart to have a set term for confidentiality. Having confidentiality last forever – when there is no need for that – can place a heavy burden on everyone.
Depending on how you are using the confidentiality agreement, the importance of these points will vary, but the list provides a good overview of the kinds of things to think about. They are also important to think about when presented with a confidentiality agreement. And working with an attorney can help you understand the problems that you are trying to solve and how they go deeper than simply finding a template.
And, as with any legal document or template that you may end up using, it’s important to discuss it with your attorney to make sure that the document fits your needs and does exactly what you expect it to.
