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Confidentiality Agreement Template

Comprehensive confidentiality protection for employees, contractors, and vendors. $9.99 one-time.

A Confidentiality Agreement is a broader, more comprehensive contract than a standard NDA. While an NDA typically governs a single disclosure between two parties, a Confidentiality Agreement is often built into ongoing relationships — employment, contractor engagements, vendor partnerships, and board service — and covers every category of sensitive information the recipient may encounter. It commonly includes intellectual property assignment, non-solicitation language, return-of-materials clauses, and post-termination obligations. Use this template to protect trade secrets, customer lists, financial data, source code, product roadmaps, and any other proprietary information across the full lifecycle of a working relationship.

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Why StubFast?

  • Protects trade secrets, customer data, and proprietary information across the entire employment or engagement lifecycle
  • Includes IP assignment language so inventions created during the engagement belong to your company
  • Covers a broader scope than a one-off NDA — applies to every category of confidential information the recipient encounters
  • Enforceable in court with clear remedies including injunctive relief and monetary damages
  • Editable PDF you can reuse for every new hire, contractor, or vendor at a flat $9.99 — no subscription

Common Use Cases

  • Employee onboarding — sign alongside the offer letter to protect company information from day one
  • Vendor and supplier relationships — bind third parties handling your systems, data, or processes
  • Board meetings and advisor engagements — protect strategy, financials, and unreleased product information
  • M&A due diligence — cover broad information exchange during acquisition or investment talks
  • Intellectual property protection — secure source code, designs, formulas, and inventions
  • Customer data handling — required for SOC 2, HIPAA, and GDPR vendor compliance

Frequently Asked Questions

What is the difference between a Confidentiality Agreement and an NDA?
An NDA (Non-Disclosure Agreement) is typically a narrow contract covering a single transaction or disclosure between two parties — for example, sharing a business plan with a potential investor. A Confidentiality Agreement is broader: it usually applies to an ongoing relationship like employment or vendor engagement, covers every category of sensitive information the recipient may encounter, and often includes IP assignment, non-solicitation, and return-of-materials clauses.
Do I need a Confidentiality Agreement for every employee?
Yes, especially if employees will access trade secrets, customer data, source code, financial information, or strategic plans. Most companies require all employees to sign one as part of onboarding, alongside the offer letter. Without it, you may have difficulty enforcing confidentiality obligations or proving misappropriation in court.
How long do confidentiality obligations last?
Most agreements specify 3–5 years of confidentiality after termination of employment or engagement. However, trade secrets are typically protected indefinitely, as long as they remain secret. The duration field in our template sets the default obligation period; trade secret protection extends beyond that automatically.
What is IP assignment and should I include it?
IP assignment is a clause stating that any inventions, works, code, or intellectual property the employee or contractor creates during the engagement — within the scope of their role — automatically belongs to the company. Yes, you should include it for any employee or contractor whose work generates IP. Without this clause, the creator may retain ownership by default in many states.
Is this Confidentiality Agreement enforceable in all 50 states?
The core confidentiality provisions are enforceable nationwide. However, some related clauses — like non-compete and non-solicitation — have state-specific limits (California, for example, generally bars non-competes). Our template focuses on confidentiality and IP assignment, which are broadly enforceable. Select your governing state in the form to tailor jurisdiction language.
Can I use the same agreement for employees and contractors?
You can, but the relationship type matters. In Step 3 of the form, select whether the recipient is an employee, contractor, vendor, or advisor — the generated PDF adjusts the language accordingly. We recommend a separate Independent Contractor Agreement (which incorporates confidentiality) for contractors to also address payment, deliverables, and worker classification.

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