Intern Confidentiality Agreement Template for the United States

An Intern Confidentiality Agreement is a legally binding contract that protects your organization's sensitive information when bringing interns into your workplace. This document establishes clear boundaries and legal obligations for protecting confidential business information, trade secrets, and intellectual property during and after the internship period.

When do you need this document?

You need an Intern Confidentiality Agreement whenever you're offering internships that involve access to sensitive business information. This is particularly crucial for technology companies, healthcare organizations, financial institutions, and research facilities where interns may encounter proprietary data, client information, or trade secrets. The agreement is essential for both paid and unpaid internships, as the level of compensation doesn't affect the need for confidentiality protection. You should also consider this document when interns will be working on projects involving intellectual property development, accessing customer databases, or participating in strategic planning sessions.

Key legal considerations

Your agreement must clearly define what constitutes confidential information, including trade secrets, proprietary processes, client lists, financial data, and any intellectual property developed during the internship. The scope of confidentiality obligations should be reasonable and necessary to protect legitimate business interests without being overly broad. You need to address ownership of any intellectual property created by the intern during their time with your organization, as this can become a source of disputes. The agreement should include provisions for the return of all confidential materials and specify the duration of confidentiality obligations, which often extend beyond the internship period. Consider including reasonable exceptions for information that becomes publicly available or information the intern knew prior to the internship.

Legal requirements in United States

Under United States law, your Intern Confidentiality Agreement must comply with federal trade secret protection provided by the Defend Trade Secrets Act (DTSA) of 2016 and the Economic Espionage Act of 1996. You must also ensure compliance with state-level trade secret laws, including the Uniform Trade Secrets Act (UTSA) and state-specific variations that may affect enforceability in your jurisdiction. The Fair Labor Standards Act (FLSA) and state employment laws may impact how you structure the agreement, particularly regarding the classification of the internship relationship. Federal intellectual property laws, including copyright and patent statutes, will govern any IP-related provisions in your agreement. Additionally, you must ensure your agreement doesn't conflict with whistleblower protection laws that allow interns to report illegal activities. The agreement should include required DTSA notice provisions to preserve your right to federal trade secret protection.