What is a Confidentiality and Non-Solicit Agreement?

This template is written for businesses, employees and anyone sharing sensitive information, so that both sides can see what was promised, what it costs, and what happens if circumstances change.

12 details are captured across 4 areas: parties and contact details, dates, timing and duration, confidentiality and intellectual property, and legal protections and risk. Together they fix what the disclosing party owes the receiving party, measured in categories of protected information rather than in adjectives.

Where these agreements go wrong, it is usually information shared in a meeting before anything was signed rather than a defect in the boilerplate. Employment paperwork is more heavily regulated than most contracts. Getting worker classification, overtime eligibility or final-pay timing wrong exposes an employer to back pay, penalties and interest.

Complete the fields, read the assembled confidentiality and non-solicit agreement in the preview panel, then download it in PDF or Word format. The document follows widely used contract conventions, though it cannot account for every state rule or industry requirement — professional review is sensible before signing anything substantial.

What matters most in a confidentiality and non-solicit agreement

Set the right duration

Two to five years suits ordinary commercial information; genuine trade secrets can be protected for as long as they remain secret. State that the obligation survives termination.

Define confidential information specifically

A definition covering absolutely everything is often read down by courts as covering nothing useful. Describe the categories that actually matter.

Include the standard exclusions

Information already public, already known, independently developed, or lawfully received from a third party should be carved out. These exclusions make the clause more enforceable, not less.

When you need a confidentiality and non-solicit agreement

  • Before the disclosing party starts: Put the confidentiality and non-solicit agreement in place before anyone relies on it. An agreement signed after work has begun is far harder to enforce on the terms you actually intended.
  • When replacing an earlier arrangement: Issue a fresh confidentiality and non-solicit agreement when the original terms no longer reflect what the parties actually do. Amending informally leaves two inconsistent records of one relationship.
  • When either side may need an exit: Agree how the arrangement ends while both parties are still on good terms. Exit clauses negotiated during a dispute rarely favour anyone.
  • When someone else is paying: Where a third party funds or guarantees the arrangement, they should be named and their obligations spelled out. A guarantee that is only implied is not a guarantee.
  • When sensitive information is shared: Confidentiality terms should be signed before disclosure, not after. Information already shared without protection is very difficult to claw back.
  • When the arrangement will repeat: For a relationship that runs across several jobs or periods, agree the standing terms once and let each instance sit under them rather than renegotiating from scratch.

What to include in a confidentiality and non-solicit agreement

This generator collects 12 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

Get these right before anything else. A dispute over the confidential information is unwinnable if the document names a party that does not legally exist.

Disclosing Party Name
The party sharing confidential information and relying on the protections in this agreement.
Disclosing Party Address
The disclosing party's address for breach notices and return-of-materials demands.
Receiving Party Name
The party receiving confidential information and accepting the duty to protect it.
Receiving Party Address
The receiving party's address for notices under the confidentiality terms.

Dates, timing and duration

Diarise every date in this section on the day the document is signed — particularly any notice deadline, which works exactly once against the party who forgot it.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.

Confidentiality and intellectual property

Ownership does not pass because money changed hands. If rights in the confidential information are meant to move, this section has to say so expressly.

Definition of Confidential Information
What counts as confidential. Define it specifically — a definition covering everything is often read down by courts as covering nothing.
Permitted Purpose
The single purpose the information may be used for. Any other use is a breach.
Exclusions
Information outside the duty of confidence, such as material already public or independently developed. These carve-outs are standard and make the clause more enforceable.
Confidentiality Period
How long the duty of confidence lasts. Trade secrets are often protected indefinitely, while ordinary commercial information usually carries a fixed term of two to five years.
Return or Destruction of Materials
What happens to confidential material when the agreement ends, and the deadline for returning or destroying it.

Legal protections and risk

Set a liability cap that reflects the real exposure rather than the fee, and carve out the things that should never be capped.

Injunctive Relief
Acknowledgement that damages alone may not be adequate for a breach of confidence, supporting an application for an injunction.
Governing State
The state whose law governs the agreement. Choose a state connected to the parties or the work, as a wholly unconnected choice may not be respected.

Completing this confidentiality and non-solicit agreement

Making the counts checkable

Where the price depends on categories of protected information, keep a contemporaneous record as they are delivered. A count reconstructed at invoice time invites a challenge that a running record would have prevented.

Getting the numbers right

Write key figures out in full where the amount is central, and state the currency if either party is outside the country. Both are cheap precautions against an expensive misunderstanding on a confidentiality and non-solicit agreement.

Reading it as the other side would

Before signing, read the confidentiality and non-solicit agreement from the counterparty's position and look for anything you would exploit. If you find something, so will they.

Defining the end of the protection period

Say what has to be true for the end of the protection period to have happened and who confirms it. An undefined completion test is the reason obligations sit open long after the work is finished.

Dates that drive obligations

Use calendar dates rather than relative triggers such as "on approval", which cannot be measured. Dates determine when obligations start, when they end, and when someone is late.

Common mistakes to avoid

  1. Ignoring who owns the output. Say who ends up owning what is produced, and at what point ownership moves. Where nothing is written, ownership usually stays with whoever created it — rarely what the receiving party assumes.
  2. Pricing without a unit. Quote against a defined number of categories of protected information. Where the price is a single figure covering an undefined quantity, every additional request looks free to the receiving party and unpaid to the disclosing party.
  3. Nobody keeps a signed copy. Each party should hold a fully signed version. A contract that exists only as an unsigned draft on one side's laptop is very hard to rely on.
  4. Restrictive covenants drawn too wide. Several states restrict or ban non-competes outright, and courts elsewhere narrow them. A restraint limited in time, geography and scope survives; a blanket one often does not.
  5. Assuming the other side has authority. Check that whoever signs can bind their organisation. A signature from someone without authority is a defence waiting to be raised.

How to use this confidentiality and non-solicit agreement generator

  1. Fill in the form. Enter the 12 details requested. Where an entry depends on a count — categories of protected information, dates, amounts — put the number in rather than a description of it. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. Check the preview against the written description of what is confidential. Where the two disagree, the document is the version that will be relied on, so fix it here.
  3. Download and sign. Download in either format and circulate for signature. Diarise the dates the document creates, particularly anything that has to happen before the end of the protection period.

Confidentiality and Non-Solicit Agreement — frequently asked questions

Is an NDA enforceable if the information later becomes public?

Not for information that has genuinely entered the public domain through no fault of the receiving party — that is what the standard exclusions cover. But it remains fully enforceable against the party who caused the disclosure, and against continued use of information that was confidential when received. An NDA cannot restore secrecy, which is why prompt action on breach matters.

When is a confidentiality and non-solicit agreement treated as complete?

At the end of the protection period — but only if the document says what has to be true for that point to have been reached and who confirms it. Without a test, the disclosing party considers the obligation discharged while the receiving party is still waiting, and neither reading is unreasonable on the wording.

Who should sign the confidentiality and non-solicit agreement?

The disclosing party and the receiving party, through someone with authority to bind them. Where either is a company, that means a director or an officer with delegated authority — a signature from someone without it is a defence waiting to be raised.

Which state's law should govern this confidentiality and non-solicit agreement?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

Does this agreement override state employment law?

No. Statutory rights on minimum wage, overtime, leave and discrimination apply regardless of what the contract says. A clause that undercuts them is unenforceable to that extent, and the rest of the agreement usually survives.

Should the employee get a copy before starting?

Yes, and ideally several days beforehand. An agreement presented on the first morning with an expectation of immediate signature is more vulnerable to challenge, particularly where it contains restrictive covenants.

Can I edit the confidentiality and non-solicit agreement after downloading it?

Yes. The Word version is fully editable in Word, Google Docs or Pages, so you can adjust clauses, add your own terms or reformat it. You can also return to this page at any time, change your entries and download a fresh copy.