What are the main points that should be covered in a confidentiality agreement?
Some virtual assistants start their business working with clients they know and have had long-standing relationships with. Or they have developed trust with their existing clients and the issues of confidentiality and nondisclosure were just taken for granted. So what happens when a client, perhaps a large company that doesn know you, wants to hire you and wants a confidentiality agreement or NDA signed?
My first piece of advice is to add a standard confidentiality clause to your contract for any new clients. For existing clients, you may want to add an addendum to your contract. A confidentiality clause can be beneficial to both parties.
The confidentiality agreement does not need to be long and complicated. I use a simple two-page contract with a standard confidentiality clause included. You can review it below.
The confidentiality agreement, included in your contract, should address:
- the definition of what is considered confidential
- the time period covered
- be in line with State law
Some clients may want a more detailed non-disclosure. An example of one is below for your review. This may be appropriate if you are dealing with a Client's proprietary software for example.
When preparing your contract and confidentiality clause, keep the needs of this specific client in mind. Be willing to adapt the clause for your individual client.
Standard Contract Clause: Confidentiality
During the term of this Agreement, Contractor shall act exclusively in the best interest of Client. Contractor acknowledges that it may have access to information which is non-public, confidential and proprietary in nature. Such confidential information may include, but is not limited to, trade secrets, business plans, copyrights, logos, trademarks, financial and operational information and membership lists. Contractor expressly agrees not to use or disclose such information in any manner or for any purpose at any time during or after the effective term of this Agreement, except as required by law or as required during the course of Contractor’s work for Client, unless authorized in writing by Client. Upon expiration or termination of this Agreement, Contractor shall return any such information to Client. Likewise, the Client agrees that it will not convey any Confidential information obtained about the Contractor to another party.
More detailed non-disclosure:
During the course of negotiations, training and consulting, The Contractor shall become aware of certain methods, practices and procedures with which Client conducts its business, including but not limited to: Tradeshow processes, blog and web content generation processes, sales and marketing processes, all of which Client and Contractor agree are proprietary information and as such are trade secrets.
Contractor will not at any time, either during negotiations or thereafter divulge, furnish, or make available, either directly or indirectly, to any person, firm, corporation or other entity any proprietary information used by Client. Contractor agrees that all such matters and information shall be kept strictly and absolutely confidential.
Contractor, upon the cessation of negotiations, irrespective of the time, manner or reason of termination, will immediately surrender and deliver to Client all lists, books, records, memoranda and data of every kind relating to all proprietary information and all property belonging to Client.
Contractor acknowledges that a breach of any of the provisions of this Agreement may result in continuing and irreparable damages to Client for which there may be no adequate remedy at law and that Client in addition to all other relief available to Client shall be entitled to the issuance of an injunction restraining Consultant from committing or continuing any breach of this Agreement.
What have you found most helpful to your client's in preparing a confidentiality agreement?