This document is a basic, short form agreement for the protection of confidential information. It should be used when a client is engaging an independent contractor to supply services, and of a service provider when engaged by a client. This agreement may used in addition to an independent contractor agreement between the client and the contractor, because it deals specifically with protection of confidential information of both parties.
The agreement provides a definition of confidential information that may be the type of information disclosed by a (potential) client to a service provider, and vice versa, from the service provider to the client. The agreement also contains a detailed definition for what constitutes information.
It is worthwhile ensuring these definitions cover the type of information to be kept confidential.
Importantly, this agreement provides ongoing protection of a client’s and service provider’s confidential information, even after the agreement is terminated (for whatever reason). The agreement also provides an indemnity so a client or a service provider may be able to seek damages in the event the other party breaches the obligations of confidentiality in the agreement.
For a unilateral confidentiality agreement, see “Confidentiality agreement – unilateral”.
For additional confidentiality provisions which can be used in services agreement, see “Confidentiality provisions for particularly sensitive or valuable client information (optional clause)”.
This document has been authored for Lexis Nexis by Brooke Pendlebury, Principal, Pendlebury Workplace Law.
This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.