Confidentiality Agreement
(Start-up, Pro-Discloser)

Summary

This confidentiality agreement template may be used by a start-up company or other small business in any situation in which it intends to disclose confidential business information to a third party. The agreement ensures that the other party will not disclose or misuse the start-up's confidential information. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. A start-up may disclose confidential information for a variety of reasons, including to obtain financing from a venture capital or private equity firm, to evaluate a possible transaction or association with another company, or to engage a third-party contractor to perform technical work that will require access to confidential information. This template contemplates disclosure of information by only one party (instead of a joint venture situation where both companies would be disclosing). It reflects the perspective of the disclosing party, and includes the essential provisions necessary to protect the confidential information. For a discussion of safeguarding confidential information for start-ups, see Confidential Information and Intellectual Property Protection for Start-Ups, and Start-up Companies' Guide to Avoiding Key Legal Mistakes. For additional resources related to start-up seed financing, see Start-Up Seed Financing Resource Kit. For more on private placements generally, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit. For other forms of confidentiality and non-disclosure agreements, see Confidentiality and Non-disclosure Agreements Resource Kit.