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Our Confidentiality Agreement Template

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Our confidentiality-agreement template allows you to create, by providing answers to an interview, a one-way or mutual confidentiality agreement for different contexts: commercial, employment, mergers and acquisitions

It doesn’t attempt to cover all possible topics. In particular, it doesn't attempt to delve too deeply into M&A provisions.

But it allows vastly more customization than anything else out there. In the process, it weeds out what doesn’t make sense, and it uses language that complies with the guidelines in Ken Adams’s groundbreaking book A Manual of Style for Contract Drafting. The result is confidentiality agreements that are clearer, more concise, and more relevant. That saves time and money, it makes for better deal outcomes, it reduces risk, and it improves the morale of those who work with contracts.

All our templates will be a work in progress. We expect to add new provisions and add and remove customization. We welcome your comments and suggestions.

To access our confidentiality agreement template, go to our XpressDox site, here.

Resources

Our template includes guidance that aims to help you understand what’s at stake in how you answer questions in the interview. If we have too much to say to fit it conveniently in the interview, we put the complete guidance on our website and include a link in the interview.

Necessarily, our interview guidance doesn’t address issues unrelated to the questions. In particular, it doesn’t explain why we didn’t include in our template some provisions you often see in confidentiality agreements. For information on that and anything else we think relevant, see the list below. We will supplement that list as we discover other resources and as readers recommend other resources to us.

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Kenneth A. Adams, Sifter Insights: The Obligation Not to Disclose Versus the Obligation to Keep Confidential, LegalSifter Blog (13 Feb. 2020), available here. (This post explains why our template includes language imposing an obligation not to disclose and an obligation not to use but doesn’t impose an obligation to hold confidential information in strict confidence, or some variant.)
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Kenneth A. Adams, Being on the Lookout for Unusual Provisions, LegalSifter Blog (9 May 2019), available here. (This post explains the problem with confidentiality-agreement provisions that exclude from the definition of the defined term Confidential Information any information that the discloser discloses or has disclosed to anyone without requiring them to enter into a confidentiality agreement.)
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Kenneth A. Adams, The Public-Information Exception to the Definition of Confidential Information, Adams on Contract Drafting (20 Oct. 2018), available here. (This post explains the wording used in the template to express one of the standard exceptions to the definition of confidential information.)
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Kenneth A. Adams, Exploring Two Exceptions to the Definition of Confidential Information, Adams on Contract Drafting (27 Oct. 2018), available here. (Explaining why the “already know” exception to the definition of confidential information is redundant. That’s why it doesn’t appear in our template.)