Client Confidentiality Agreement for the United States

Client Confidentiality Agreement Template for United States

A Client Confidentiality Agreement is a legally binding document used in the United States to protect sensitive information shared between a client and a service provider. It establishes the framework for handling confidential information, including its definition, permitted uses, security requirements, and the duration of confidentiality obligations. The agreement is governed by both federal and state laws, including the Trade Secrets Act and state-specific privacy regulations, providing comprehensive protection for business secrets, proprietary information, and sensitive data.

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What is a Client Confidentiality Agreement?

The Client Confidentiality Agreement serves as a critical tool for protecting sensitive information in professional relationships. This agreement becomes necessary when clients need to share confidential business information, trade secrets, or proprietary data with service providers during their business engagement. Under U.S. federal and state laws, this agreement establishes clear obligations for handling confidential information, including storage, usage, and destruction requirements. The agreement is particularly important in sectors where sensitive information is routinely shared, such as professional services, healthcare, and technology. It provides legal recourse under various U.S. trade secret and privacy laws if confidentiality is breached, making it an essential document for any professional engagement involving sensitive information exchange.

What sections should be included in a Client Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', etc.

4. Scope of Confidential Information: What information is covered by the agreement

5. Obligations of Receiving Party: Duties to protect and maintain confidentiality

6. Term and Termination: Duration of agreement and termination conditions

7. Return of Confidential Information: Procedures for returning or destroying confidential materials

8. Governing Law: Specification of applicable jurisdiction and governing law

What sections are optional to include in a Client Confidentiality Agreement?

1. Security Measures: Specific security protocols required for handling sensitive digital information

2. Third Party Disclosure: Rules and conditions for sharing confidential information with authorized third parties

3. Data Privacy Compliance: Specific requirements for compliance with privacy laws and regulations when handling personal data

4. Non-Solicitation: Restrictions on soliciting employees or customers, if applicable to the business relationship

What schedules should be included in a Client Confidentiality Agreement?

1. Schedule A - Description of Confidential Information: Detailed list and categories of specific confidential information covered by the agreement

2. Schedule B - Authorized Representatives: List of individuals authorized to access and handle the confidential information

3. Schedule C - Security Protocols: Detailed security measures, procedures and requirements for handling confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Industries

Trade Secrets Act: Federal law that provides protection for trade secrets and confidential business information at the federal level

Defend Trade Secrets Act (DTSA): Federal statute that creates a uniform federal civil cause of action for trade secret misappropriation

Economic Espionage Act: Federal law that criminalizes the theft or misappropriation of trade secrets with the intent to benefit foreign powers

Uniform Trade Secrets Act: State-level model law adopted by most U.S. states that provides a legal framework for trade secret protection

HIPAA: Health Insurance Portability and Accountability Act - Federal law governing the protection of sensitive patient health information

GLBA: Gramm-Leach-Bliley Act - Federal law requiring financial institutions to explain their information-sharing practices and protect sensitive data

CCPA: California Consumer Privacy Act - State law providing California residents with rights regarding their personal information

Contract Formation Requirements: Common law principles governing valid contract creation including offer, acceptance, consideration, and mutual intent

Reasonable Scope and Duration: Legal principle requiring confidentiality agreements to have reasonable limitations in terms of time period and scope of protected information

First Amendment Considerations: Constitutional protections for free speech that may impact the scope and enforceability of confidentiality provisions

Public Policy Exceptions: Legal doctrine that may void confidentiality provisions that violate public policy or prevent reporting of illegal activities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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