Nonprofit Confidentiality Agreement Template for the United States

A nonprofit confidentiality agreement is a legal contract that protects your organization's sensitive information when it is shared with an external party. Under United States law, this document supports compliance with federal trade secret protection while safeguarding your charity's mission-critical data. It creates binding obligations for anyone who gains access to protected information, from volunteer coordinators to major donors and service providers. You can use the template below as a starting sample and adjust it to fit your organization.

What does a nonprofit confidentiality agreement cover?

The agreement defines what counts as protected information, who is bound by it, and how long the obligations last. Typical coverage includes:

• Donor and member records
• Grant applications and funder correspondence
• Board minutes and nonprofit board deliberations
• Financial statements
• Program data
• Operational procedures

It also sets out permitted uses (usually limited to supporting your charitable mission), the duty to keep the material secure, and the steps for returning or destroying it once the relationship ends.

When do you need this document?

Use a confidentiality agreement whenever your organization shares sensitive material with an outside party. That includes onboarding new nonprofit board members who will see financial records, partnering with another charity on a joint fundraising campaign, or hiring consultants for strategic planning. It matters most when sharing donor databases with fundraising partners, providing program data to research collaborators, or disclosing procedures to technology vendors. Without these protections, you risk losing competitive advantage and may face issues with federal tax-exempt requirements.

Key legal considerations

Your agreement should clearly define protected information and set specific obligations for its handling. Federal trade secret law expects you to show reasonable efforts to maintain secrecy, and this document helps evidence that. Specify the permitted uses, typically tied to your charitable mission and tax-exempt purpose. Add provisions for returning or destroying materials when the engagement ends, and set clear consequences for a breach. You can include non-solicitation terms to prevent misuse of donor lists and volunteer databases, provided they do not conflict with your 501(c)(3) obligation to serve the public benefit. A well-drafted clause also reserves your organization's rights to the confidential material, confirming that sharing it grants the receiving party no ownership or license beyond the permitted use.

What is the difference between a confidentiality agreement and a policy?

Many nonprofits use both: a board confidentiality policy that governs internal conduct, and signed agreements for anyone outside the organization. If you need a mutual or one-way arrangement with a partner, a non-disclosure agreement serves the same purpose and is often used interchangeably.

Legal requirements in the United States

Nonprofits should align this agreement with the Defend Trade Secrets Act, which offers federal protection when proper safeguards are in place, and with your state's Uniform Trade Secrets Act, whose remedies and definitions vary by state. Healthcare-related organizations must account for HIPAA when patient information is involved. The IRS asks 501(c)(3) organizations to keep certain information transparent while protecting legitimate secrets, so your terms should balance those interests. State nonprofit corporation laws can add disclosure duties that affect what stays private. Include choice of law and jurisdiction clauses that name the governing state and where any dispute is resolved. For related definitions and further resources, see our guide to confidentiality.

How do I create and review the agreement?

Start from the sample template on this page, then tailor the parties, the definition of protected information, the term, and the return or destruction obligations to your situation. Keep the content current as your programs and funder relationships change, and revisit the terms for 2026 whenever new state privacy rules or board members come on board. GenieAI drafts and reviews the document against your own playbook and flags risk in red, amber, and green, so you can agree with confidence without an in-house lawyer. If you have questions about a specific clause or want to compare it against a counterparty's version, you can contact the team through the app.