statement of confidentiality business plan template

Business Plan Confidentiality Statement

A business plan serves as a comprehensive roadmap that outlines the strategic vision, objectives, and operational framework of a business venture. It encompasses critical details such as market analysis, financial projections, marketing strategies, and operational procedures, providing a comprehensive overview of the business’s objectives and trajectory. In the process of developing a business plan , entrepreneurs often encounter the necessity of safeguarding sensitive and proprietary information, prompting the inclusion of a confidentiality statement within the document. A business plan confidentiality statement is a vital component that underscores the commitment to protecting confidential information and proprietary data, ensuring that the business’s competitive edge and strategic insights remain secure and safeguarded from unauthorized disclosure or misuse.

Purpose and Scope of the Confidentiality Statement

The primary purpose of a business plan confidentiality statement is to establish a legally binding agreement between the business and the intended readers or recipients of the business plan. This agreement emphasizes the confidential nature of the information contained within the business plan and serves as a formal acknowledgment of the recipient’s responsibility to maintain the confidentiality of the proprietary data and insights shared by the business. By clearly defining the scope and parameters of confidentiality, the statement reinforces the business’s commitment to protecting its intellectual property, trade secrets, and strategic business insights from unauthorized access, distribution, or exploitation.

Key Components of a Business Plan Confidentiality Statement

A robust business plan confidentiality statement typically includes the following key components:

• Definition of Confidential Information: Clearly defining the scope of confidential information that is encompassed within the business plan, including proprietary data, financial projections, marketing strategies, operational procedures, and any other sensitive business insights that are not intended for public disclosure.
• Non-Disclosure Commitment: Outlining the recipient’s obligation to maintain strict confidentiality and refrain from disclosing, reproducing, or distributing the confidential information contained within the business plan to any external parties without the prior written consent of the business.
• Limitations on Use: Stipulating the permissible uses of the confidential information solely for the purpose of evaluating the business proposal and facilitating potential business collaborations or investment opportunities, emphasizing the restriction on using the information for personal gain or competitive advantage.
• Duration of Confidentiality: Specifying the duration of the confidentiality agreement, including the timeframe during which the recipient is obligated to maintain the confidentiality of the information, as well as any provisions for the perpetual protection of certain proprietary information beyond the termination of the business relationship.
• Legal Recourse and Remedies: Enumerating the legal remedies and consequences associated with the breach of confidentiality, including potential legal action, financial penalties, and the imposition of injunctive relief to mitigate the unauthorized dissemination or misuse of the confidential information.
• Binding Nature of the Agreement: Expressing the mutual agreement and understanding between the parties involved, highlighting the binding nature of the confidentiality agreement, and underscoring the significance of adhering to ethical business practices and professional integrity throughout the business engagement.

Ensuring Comprehensive Protection of Intellectual Property

By incorporating a well-crafted confidentiality statement within the business plan, entrepreneurs can proactively safeguard their intellectual property, trade secrets, and proprietary business insights, fostering a secure and trustworthy environment for sharing confidential information with potential investors, business partners, or stakeholders. The inclusion of a confidentiality statement not only fortifies the legal protection of sensitive data but also reinforces the business’s commitment to transparency, integrity, and ethical business conduct, fostering a culture of mutual trust and respect within the realm of business collaborations and strategic partnerships.

Examples of Confidentiality Statements For Business Plans

Here are a few examples of business plan confidentiality statements that you can use as references or templates for drafting your own business plan confidentiality agreement:

Simple Business Plan Confidentiality Statement:

“This business plan and the information contained herein are confidential and proprietary to [Company Name]. The recipient acknowledges that the information provided in this document is solely for the purpose of evaluating potential business collaborations or investment opportunities and agrees to maintain strict confidentiality. The recipient further agrees not to disclose, reproduce, or distribute any part of this business plan without the prior written consent of [Company Name]. Any unauthorized use or disclosure of this information may result in legal action and other appropriate remedies.”

Comprehensive Business Plan Confidentiality Statement:

“The contents of this business plan, including all financial, operational, and marketing data, are the sole and exclusive property of [Company Name]. The recipient acknowledges that the information provided in this document is strictly confidential and is disclosed solely for the purpose of evaluating potential business opportunities. The recipient agrees to exercise the utmost discretion in safeguarding the confidentiality of this information and to refrain from disclosing, reproducing, or disseminating any part of this business plan to any third party without the express written consent of [Company Name]. Any unauthorized use, disclosure, or distribution of this information may result in legal action, financial penalties, and injunctive relief to protect the proprietary interests of [Company Name]. This confidentiality agreement remains valid for a period of [specify duration] following the termination of any business relationship or engagement.”

Confidentiality Statement for Business Plan Presentation:

“This presentation contains confidential and proprietary information belonging to [Company Name] and is intended solely for the use of the intended recipients. The recipient acknowledges that the information provided in this presentation is of a sensitive and confidential nature and agrees to maintain the strictest confidence in safeguarding the proprietary data and insights shared herein. The recipient further agrees not to disclose, reproduce, or distribute any part of this presentation without the express written consent of [Company Name]. This confidentiality obligation extends to all discussions, materials, and information shared during or following the presentation. Violation of this confidentiality agreement may result in legal action and other appropriate remedies to protect the intellectual property and business interests of [Company Name].”

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How to Write a Business Plan Confidentiality Agreement

Are you about pitching your idea to investors? If YES, here is a detailed guide on how to write an ironclad confidentiality agreement for a business plan. Confidentiality statements are documents that are prepared for the safety of parties that are about to go into a business contract.

Also known as non-disclosure agreements, confidentiality statements help to preserve sensitive information that various business parties might bring to the table when transacting business. Business confidentiality statement in essence is a document that states that when a company’s business plan has been revealed, they will not be able to discuss the contents of it with anyone that is not part of the agreement.

Confidentiality or nondisclosure agreement has various uses in the world of business. An individual with a patentable invention or idea may need to enter into partnership with a manufacturer or marketing firm; and of course, he would want to keep his or her invention a secret.

Again, two companies considering a joint venture may need to share the names of their investors – but may not want those names to reach competitors’ ears. Confidentiality agreements can cover all these scenarios; the parties can tailor them to their specific needs before a meeting or negotiation, or over the course of a contractual relationship.

Tips to Note When Writing a Business Plan Confidentiality Statement

A. use the proper contract format.

The proper contract format that is generally used when writing a confidentiality statement is the standard contract format. In this writing format, single-spaced paragraphs with a double space between them is used. Each paragraph constitutes a separate term of the contract and are also numbered for specification. If you have any sub-paragraphs, indent them under the main paragraph and mark them with a letter, as though you were writing an outline.

B. Agreement type

There are two types of agreement to use when writing your confidentiality statement. A unilateral and mutual confidentiality agreement. A unilateral confidentiality agreement is used when only one party is disclosing information, while a mutual agreement is used when both or all parties involved are disclosing information.

You have to decide whether the confidential relationship established will be mutual or one-way. Mutual confidentiality agreements are necessary when you’re providing information to a company so they can provide you with something secret in return. For example, you may be disclosing your plans for a secret invention to a professional who will help you devise a marketing plan.

You need a one-way confidentiality agreement if you need to share confidential information with an employee or contractor who will not be sharing secrets of their own, simply doing work for you. There are also other scenarios where you may require either type of agreement, that is why you have to note the type of confidentiality agreement you need.

How to Write an Ironclad Business Plan Confidentiality Agreement

Provide a list of parties involved in the agreement.

When writing a confidential agreement, you must identify who are the parties to be covered by the agreement. If someone is to be involved in the agreement, but he or she is not listed, you must know that the agreement is not binding on them.

For example, if the agreement is between two companies, the CEO of the company may be able to sign for her entire company, but the agreement should also specify that all employees of the company who have access to the information are bound by its provisions.

Parties can be identified by referring to classes of people, such as “employees” or “engineers,” as long as the person signing the agreement has the authority to bind those people.

Unless the agreement forbids a contractor to have a subcontractor assist with the work, all subcontractors should be included as parties to the agreement as well. This is done so as not to leave any loopholes behind that people can take advantage of.

Describe what the other party is agreeing to

In this part, you need to make known the types of information you wish to keep confidential. This can include any sort of information that might be exchanged between the parties. For instance, if you are designing a software, you might include not only the code and design of the app itself, but also any prototypes, testing procedures and results, or reviews and comments from designers.

This portion of the agreement is designed to set the boundaries of confidential information without disclosing the information itself. It can also be stated that information cannot be disclosed without written consent of the Disclosing Party. The information should only be used for business purposes, and only on a “need to know” basis. And that the information can only be disclosed when the receiving party signs a non disclosure agreement.

List information excluded from confidentiality

Of course not all information should be hidden in a business arrangement. So, for this reason, you need to specify the information that are not under confidentiality. These information may not be a list of specific things, but broad categories of information that don’t have to be protected as confidential. Most of these categories are created by law.

For instance, if an information is already public knowledge then it is not be put under the category of protection. Likewise, information that the receiving party learns from a third party or of which they had prior knowledge cannot be considered confidential, and should be listed as non confidential.

One of the most important exclusions is that if the receiver creates something independently before entering the confidential relationship, it cannot be considered party of the confidentiality agreement even if it happens to use or include some of the same or similar secret information or processes.

Other things that are not under the confidentiality agreement include;

• An information the Receiving Party owned before the agreement
• If the Receiving Party legally received it from another source
• If the Receiving Party is required to disclose in a lawsuit or administrative proceeding
• If it is being or has been developed by the Receiving Party’s employees, consultants, or agents.

Describe what happens if the other party breaches the contract

Wherever there is a law, there must be consequences for breaking it. A typical remedy for this type of contract is an injunction. You can ask for a court order to stop the person who breached confidentiality from continuing to share the information in violation of the agreement.

In some federal cases, under the DTSA, a court may grant the owner the right to seize the property which may be used in “extraordinary circumstances.” You may also require the return of Confidential Information.

You also have the ability to sue for damages incurred as a result of the breach of confidentiality, which may include penalties. For example, in some states you may have the ability to get double or triple damages if the breach was intentional rather than accidental.

Some confidentiality agreements include stiff financial penalties if secret information is revealed to the general public. Others leave the consequences up to a judge or arbitrator to decide. How detailed you want to get with penalties generally relates to how unique the information being disclosed is, and how damaging it would be if it got out.

Establish the obligations of the party receiving the information

Confidentiality agreements typically limit the ways the receiving party can use the confidential information provided, as well as provide the standard for keeping and protecting confidential information.

For example, if you’re looking for investor evaluations of something you’ve invented, your confidentiality agreement may specify that the information can only be used for the purposes of evaluating the product and not in the evaluator’s own business.

If you’re having an employee or contractor sign a confidentiality agreement, you would probably want to limit your employee’s use of information to the performance of job duties directly related to the employment.

Many confidentiality agreements recite that receivers must keep the information disclosed to them in the same way they would keep their own confidential information. However, this statement only works if the receiving party has a known policy for handling confidential information.

Generally, confidentiality standards include limiting access to the information and taking basic precautions to keep the information secure so it doesn’t easily fall into outside hands. Such precautions might include, for example, using encryption for emails discussing the confidential information.

If your confidentiality agreement relates to software designs, inventions or technology, it should include a statement that the receiver of the information has no license, expressed or implied, in the information by virtue of its disclosure.

State when the agreement ends

Whatever has a beginning must have an end, and same applies to a confidentiality agreement. In writing one, you have to specify when the agreement is going to elapse, and when the parties can get out of the loop. State when the agreement ends and what notice must be given to the other party about the termination. You can set one of two options for when the agreement ends:

Your agreement should specify two time periods: the period during which disclosure will be made, and the time period thereafter during which the information should be kept confidential.

American confidentiality agreements typically last for a period of five years, although some may only last two or three years. The end point doesn’t have to be a specific date, but there should be a specific date used as a starting point. Otherwise it’s unclear when the agreement will take effect and for how long it will be enforceable.

If your agreement specifies a confidentiality period of two years, for example, but fails to establish when that two year period starts, the receiver of the information can argue that she didn’t believe the agreement had gone into effect yet.

Another way to set a specific starting date is to have the confidentiality period start from the date the agreement is signed. If you use this method, make sure you don’t disclose any secrets until you have the signature and the agreement is in force.

The confidentiality time period also may end when a certain event happens. For example, if you’re seeking evaluation of a new product, the confidentiality period may end when you market and distribute that product in stores.

Add any necessary miscellaneous provisions

This section is typically located towards the end. The miscellaneous section is sometimes called boilerplate. All agreements contain various clauses that don’t fit in any other section, such as which state’s law will apply and whether attorneys’ fees will be available to an injured party if they agreement is breached. These agreements are then put under the miscellaneous section. This section, though negligent, but should not be overlooked because of the details it is wont to contain.

Provide space for all parties to sign the agreement

For your confidentiality agreement to be binding, it has to be signed. For this reason, you have to provide a page where parties involved in the agreement would pen down their signatures. Without the agreement signed, it cannot go into effect.

With the use of a confidentiality statement, otherwise known as a non-disclosure agreement, the parties can keep nonpublic information under wraps. These contracts bind the parties to very specific pledges on the disclosure of information and are enforceable under the laws of the state where they are created.

More on Business Plan Tips

Business Confidentiality Statement

Its a tool that businesses use when they discuss their business plan with others who will be given information that the company wishes to keep a secret. 3 min read updated on February 01, 2023

A business confidentiality statement is a tool that businesses use when they discuss their business plan with others who will be given information that the company values or wishes to keep a secret. In essence, it is a document that states that when a company's business plan is seen, they will not be able to discuss the contents of it with anyone outside of the agreement.

Confidentiality statements may also be referred to as non-disclosure statements that sales representative and other employees often sign but are typically used in regards to exposure to a company's business plan. They are intended to provide protection for both parties involved in a business plan or transaction.

How Can a Confidentiality Statement Protect You?

In every confidentiality agreement, there should be a provision that states that both parties will not disclose any of the information they are about to discuss or see in a business plan. In addition to that, there should also be a provision that covers damages which will occur in the event that a party breaches the agreement. This is often a place to list the monetary liability the party may be sued for.

If you do not have a confidentiality agreement in place when you write your business plan, then you are opening the door for anyone who sees your business plan to use parts of it without your permission. While copyright law may protect a large amount of it, not all of it will be protected.

If you do have a confidentiality agreement in place and someone does breach it , you will be entitled to some form of compensation and be able to possibly obtain a judgment from the breaching party. If you do not have an agreement in place, the courts are not likely to give you any damages if someone were to steal your idea.

When Do You Need a Confidentiality Agreement?

It is good practice to have a confidentiality agreement anytime that you make a business plan. Some of the benefits of having a confidentiality agreement include:

• You can make sure that your financial information stays private.
• You can protect your ides even though the plan may need to be seen by multiple parties.

You should request a signed confidentiality agreement when showing your business plan to anyone, even to a bank. Even though they work for an organization that values confidentiality, it does not mean that everyone working there will be ethical. Always make sure the agreement is signed before handing the business plan over.

Confidentiality Statement Business Plan

The downside of requiring a confidentiality agreement for your business is that it may turn off investors as it can signal distrust. They may feel that you think they plan on stealing your idea and may not be comfortable providing funds for the investment. Other reasons that you may choose not to use a confidentiality agreement include:

• It can make it seem as though you are a novice.
• Some people may find it offensive.
• You may not be able to secure funding and keep it confidential.

Who Signs a Confidentiality Statement of a Business Plan?

In typical fashion, confidentiality agreements would precede or accompany a business plan submission. When requiring the signing of a confidentiality agreement, you should require signing by anyone who you anticipate will see the plan to ensure the information contained in it is confidential.

Considerations

There are some considerations that need to be made before deciding to use a confidentiality agreement. The first is that your confidentiality agreement is not only protecting an invention, but it also should be used to protect:

• Business ideas.
• Strategies.

Until you have received financing or the investment you need to get your business started, anyone will be able to create an identical business without having to ask permission.

It is also important when drafting a confidentiality agreement that it is simply stated and clearly outlines what needs to be protected and what can occur if the agreement is violated. The agreement should be non-intimidating in its verbiage. you can use this agreement for anyone who you may be in contact with about your business before it is stared such as financers, clients, and potential vendors.

If you need help with a business confidentiality statement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Content Approved by UpCounsel

• Confidentiality Agreement
• Purpose of a Confidentiality Agreement
• Confidentiality Contracts
• Penalty for Breach of Confidentiality
• How to Draft a Confidentiality Agreement
• Drafting Confidentiality Agreements: What You Need to Know
• Confidentiality Clause Sample
• Confidentiality Agreement Law
• Confidentiality Agreement for Business Partners
• Confidentiality Agreement Consideration

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Home Business Non-Disclosure Agreement Business Plan

Business Plan Non-Disclosure Agreement Template

Published December 18, 2023 Written by Josh Sainsbury | Reviewed by Brooke Davis

A business plan non-disclosure agreement  is a document intended to protect private information about your business plan. It notifies the other party that you intend to share confidential information. It lays out potential penalties that the other entity, often a company or a potential business partner, will have to pay if they disclose information about your business plan.

Your business plan NDA allows you to share potentially sensitive information about your business or upcoming business without worry that the person you’re sharing it with will use that information for their ends or disclose it to your competitors.

When To Use

• Before sharing your business plan with a potential investor.
• Before sharing information about your future business with potential customers.
• Before discussing information about a future business with a potential partner.
• When sharing your business plan with a bank before receiving a loan.

What Can a Business Plan NDA Protect?

Key elements of your business plan non-disclosure agreement, sample business plan non-disclosure agreement, tips for negotiating and enforcing a business plan non-disclosure agreement.

A business plan non-disclosure agreement can protect confidential information about your business or future business, including:

• Business strategies, including any strategy intended to help set your business apart from the competition
• Marketing plans, branding, and other critical information about how you intend to reach out to potential customers
• Customer lists
• Any trade secrets or proprietary technology relevant to the future of your business
• Financial information, including potential earning projections

Your business plan may contain a great deal of information about your business that could give your competitors an edge if they had access to it. Your business plan non-disclosure agreement helps protect that vital information.

There are several essential elements that your non-disclosure should cover to maximize protection for your business.

• Classification of confidential information. Ensure you describe what is considered classified and what the other party should keep private.
• The length of the agreement.
• Any circumstances under which the other party can share vital information. (For example, sharing it with shareholders in another business or with a lawyer or accountant.)
• Who owns the information shared in the business plan?
• What occurs if your relationship with the other party ends? Include information about what should be done with any copies of information shared, including both paper and digital copies.

Both you and someone with legal authority to act for the other party should sign the NDA.

If you plan to share confidential information about your business plan, ensure a business plan NDA is in place.

• Avoid sharing any confidential information before signing the agreement.
• Clearly define the confidential information.
• Define how the other party is expected to use the information you have shared, which will help determine when they have stepped outside that agreement.
• Require the other party to return confidential information or show proof of its destruction if the agreement is terminated.
• Lay out clear terms regarding what will happen if the agreement is breached.

React quickly to any infractions of your business plan non-disclosure agreement so that you can continue to protect your business.

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Business Plan Confidentiality Agreement

A business plan confidentiality agreement (or NDA) is used when sharing a business idea or plan with consultants, investors, or anyone else that is evaluating your business. It establishes what information cannot be shared and prevents any misunderstandings. This confidentiality agreement is used as a legally binding document with the parties that are meeting each other. It will help establish definitions about trade secrets and when information can be shared.

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The Importance of a Business Plan NDA

Risks of not using it, what to include in a business plan non-disclosure agreement.

Even when a business is new, there can still be plans or ideas that can be stolen. Having an NDA agreement for a business plan prevents your unique ideas from being misused by another party.

As with any confidentiality agreement, a business plan NDA will keep your information safe. You will know that your business idea will not be used by someone else. Your plan may have potential trade secrets and other company secrets that you do not want public. A statement of confidentiality will prevent that from happening.

Using a business plan disclosure agreement can prepare you for using NDAs for your business career, both with third parties and employees. Many businesses have trade secrets and confidential information that you want to control the release of. Using the nda template from the beginning will help your business establish good practices.

A business plan covers many different ideas and aspects of running a business. Marketing, competition, and finances are all included. This is valuable information that you want to protect, in many cases for the entire time you are running your business.

Business plans cover a lot of important information that you will want to protect, oftentimes for the entire time it’s operating. Keeping these plans safe will help your business have a successful start and continue to grow.

Aspects of your business plans that you will want to be protected by a business plan confidentiality agreement include market analysis and strategy, list of competitors, staffing and employee plans, and financial data.

This research and planning cover not only your business idea but what you have discovered about other businesses in a similar market. These plans can be protected with a non-disclosure agreement for a business plan to help you keep the right information safe.

When you don’t use a business plan confidentiality agreement you have the risk of your business idea being used or sold without your permission. It would be a shame if all of the time and energy that you spent on developing just the right ideas were used by someone else. Business plans being stolen is a real threat and you want to protect yourself from it.

If the worst-case scenario occurs and the business idea is stolen from you, a business plan confidentiality agreement will also give you recourse options, including compensation. It will save you time and money to establish what information was publicly known and what was revealed during the business plan meeting.

With a confidentiality agreement, all parties have agreed to what information was not allowed to be shared, making getting legal help easier. There will be less confusion with NDAs signed before any confidential information is shared.

A business plan non-disclosure agreement should include many similar aspects of other statements of confidentiality. These agreements define the terms of what is confidential and what can happen if there is a breach of contract.

1. Define Confidential Information

The first item to include in a non-disclosure agreement for a business plan is to define confidential information and how it applies in this document. It can include revenue predictions, spending plans, and predicted future trends among many other aspects of running a business. Without these terms being defined.

2. The Agreement of Confidentiality

The next item to include is the agreement of confidentiality on the receiving parties. This includes talking about what is the meeting, making copies of any documents, or making commercials from the topics discussed. This will also cover how the receiving party will handle being asked about confidential information.

In cases where documents and materials are being shared, a confidentiality agreement will also disclose that these materials be returned within a time frame. The receiving party cannot make copies or share this information without the consent of the business owner.

3. Exclusions

Exclusions are included in a business plan confidentiality agreement to cover what the receiving party already knew before the agreement, if information becomes public knowledge, or is available through other sources legally.

4. Duration

A non-disclosure agreement for a business plan also covers how long the agreement is in effect. This can be until a specified date or certain provisions are met, such as being released from the confidentiality agreement or the information stops being a trade secret.

5. Courts and Contracts

A statement of confidentiality will also include general provisions about if the agreement is determined to be void by a court and an agreement that the current contract supersedes previous contracts and agreements.

6. Legal Ramifications

Legal ramifications for a breach of the confidentiality agreement are also included. This can include legal action and pay for legal fees. These fees will be paid to the disclosing party or business owner, from the receiving party to cover damages and loss of business from the broken contract.

Once the business plan confidentiality agreement is signed and dated, the contract is placed into effect unless otherwise made void.

When drafting a confidentiality agreement for a business idea, you want to use the right language and organize it correctly. They can cover a lot of information and you want to ensure that all the right information is accounted for to protect your business plans.

Business Plan Non-Disclosure Agreement (NDA)

The business plan non-disclosure agreement is intended for use when sharing a business plan with consultants, investors, contractors, potential employees, and anyone else evaluating your planned enterprise. Regardless of the size or complexity of your plan, it is likely to include confidential information that hopefully gives you an advantage over competitors. Such information could include your marketing plan, revenue forecast, and capital spending. Note, if you use an NDA with your business plan with one person, you must use NDAs for all who read it, and you should mark the plan as “confidential.”

Product Development NDA – Use when consulting with third (3rd) parties about a potential invention and its use and functionality.

BUSINESS PLAN NON-DISCLOSURE AGREEMENT   This agreement (the “Agreement”) between _________________ (the “Disclosing Party”) and _________________ (the “Receiving Party”) is effective _________________ and is intended to prevent the unauthorized disclosure of Confidential Information (as defined below) contained in and relating to the business plan of Disclosing Party. The parties agree as follows: 1. Confidential Information “Confidential Information” is proprietary trade secret information contained within and relating to Disclosing Party’s business plan including but not limited to: business description, marketing plan, sales revenue forecast, profit and loss forecast, capital spending plan, cash flow forecast, future trends, personnel plan, business goals, personal financial statement, supporting documents and information conveyed in writing or in discussion that is indicated to be confidential. 2. Non-Disclosure Receiving Party will treat Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Without Disclosing Party’s prior written consent, Receiving Party will not: (a)  disclose Confidential Information to any third party; (b)  make or permit to be made copies or other reproductions of Confidential Information; or (c)  make any commercial use of Confidential Information. Receiving Party will carefully restrict access to Confidential Information to those of its officers, directors and employees who are subject to non-disclosure restrictions at least as protective as those set forth in this Agreement and who clearly need such access to participate on Receiving Party’s behalf in the analysis and negotiation of a business relationship or any contract or agreement with Disclosing Party. Receiving Party will advise each officer, director or employee to whom it provides access to any Confidential Information that they are prohibited from using it or disclosing it to others without Disclosing Party’s prior written consent. 3. Return of Business Plan Materials Upon Disclosing Party’s request, Receiving Party shall within 30 days return all original materials provided by Disclosing Party and any copies, notes or other documents in Receiving Party’s possession pertaining to Confidential Information. 4. Exclusions This agreement does not apply to any information that: (a)  was in Receiving Party’s possession or was known to Receiving Party, without an obligation to keep it confidential, before such information was disclosed to Receiving Party by Disclosing Party; (b)  is or becomes public knowledge through a source other than Receiving Party and through no fault of Receiving Party; (c)  is or becomes lawfully available to Receiving Party from a source other than Disclosing Party; or (d)  is disclosed by Receiving Party with Disclosing Party’s prior written approval. 5. Term This Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until _________________ or until whichever of the following occurs first: (a)  Disclosing Party sends Receiving Party written notice releasing it from this Agreement, or (b)  Confidential Information disclosed under this Agreement ceases to be a trade secret. 6. No Rights Granted This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Confidential Information to Receiving Party. 7. Warranty Disclosing Party warrants that it has the right to make the disclosures under this Agreement. 8. General Provisions (a)  Relationships.  Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose. (b)  Severability.  If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. (c)  Integration.  This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties. (d)  Waiver.   The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. (e)  Injunctive Relief.  Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party. (f)   Indemnity.  Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement. ( g)  Attorney Fees and Expenses.   In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures. (h)  Governing Law. This Agreement shall be governed in accordance with the laws of the State of _________________. (i)   Jurisdiction.   The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in _________________ in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise. ( j)   Successors & Assigns . This Agreement shall bind each party’s heirs, successors and assigns. Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Disclosing Party. However, no consent is required f­or an assignment or transfer that occurs: (a) to an entity in which Receiving Party owns more than fifty percent of the assets; or (b) as part of a transfer of all or substantially all of the assets of Receiving Party to any party. Any assignment or transfer in violation of this section shall be void.   Disclosing Party: _____________________________________________ (Signature) _____________________ (Typed or Printed Name) Title: _____________________ Date: _____________________   Receiving Party: _____________________________________________ (Signature) _____________________ (Typed or Printed Name) Title: _____________________ Date: _____________________

How to Write

EXPLANATION FOR BUSINESS PLAN NON-DISCLOSURE AGREEMENT

Below we provide an explanation for each of the provisions of the Business Plan Non-Disclosure Agreement.

Introductory Paragraph

Fill in your company name (you are the disclosing party).  Fill in the name of the outside individual or company being granted access to your trade secrets (the Receiving Party). Finally, fill in the date the agreement will take effect. This can be the date it’s signed or a date in the future.

1. Confidential Information

This section defines what is protected against disclosure. Keep in mind that if you are disclosing information in conjunction with the plan, you should designate that information as confidential. If the information is spoken, you should announce the confidentiality.

2. Non-Disclosure

This clause makes clear that your trade secrets must be kept in confidence by the receiving party and may not be revealed to others without your prior written consent.

3. Return of Business Plan Materials

Here, the receiving party promises to return your business plan and related materials provided by your company, as well as copies, notes, and documents pertaining to the business plan. The agreement gives the receiving party 30 days to return the materials, but you can change this time period if you wish.

4. Exclusions

This provision describes all the types of information that are not covered by the agreement. These exclusions are based on court decisions and state trade secret laws that say these types of information do not qualify for trade secret protection.

This clause provides the receiving party with an expiration date for the agreement. The Agreement should last as long as the information is likely to remain a trade secret. Five years is a common period, but it can be much shorter, even as little as six months. In Internet and technology businesses, the time period may need to be shorter because of the fast pace of innovation.

6. No Rights Granted

This clause makes clear that you are not granting any ownership rights in the confidential informat­ion to the receiving party.

7. Warranty

A warranty is a promise. Here, you promise the receiving party that you have the right to disclose the information. This is intended to assure the receiving party that it won’t be sued by some third party claiming that the trade secrets belonged to it and that you had no right to reveal them to the receiving party.

8. General Provisions

These miscellaneous provisions (often referred to as “boilerplate”) are often grouped together at the end of an agreement.

Relationships . Most agreements include a provision like this one, disclaiming any relationship other than that defined in the agreement.

Severability . The severability clause provides that if you wind up in a lawsuit over the agreement and a court rules that one part of the agreement is invalid, that part can be cut out and the rest of the agreement will remain valid.

Integration . The integration provision verifies that the version you are signing is the final version and that neither of you can rely on statements made in the past.

Waiver . This provision states that even if you don’t promptly complain about a violation of the NDA, you still have the right to complain about it later.

Injunctive Relief . An injunction is a court order directing a person to do (or stop doing) something. If someone violated your NDA, you would want a court order directing that person to stop using your secrets.

Indemnity . Some NDAs require the receiving party to pay for all damages (lost profits, attorney fees or other expenses) incurred by the other party as a result of the receiving party’s breach of the non-disclosure agreement. This obligation is known as indemnification. Leaving out the indemnity provision does not prevent you from suing and collecting damages for a breach (contract law holds the receiving party responsible for a breach), but the clause makes it easier to claim damages.

Attorney Fees and Expenses. If you don’t include an attorney fees clause in your agreement, a judge may (in most states) order the award of attorney fees in cases where the theft of the trade secret was willful and malicious. It’s up to the judge, which makes things unpredictable. You are far better off using an attorney fees provision. However, don’t be surprised if the other party is opposed to the idea. Why? Because it is the receiving party that is usually sued, not vice-versa, and the receiving party may believe that the provision will encourage you to litigate.

Governing Law . You can choose any state’s laws to govern the agreement, regardless of where you live or where the agreement is signed. Most businesses favor the state where their headquarters are located.

Jurisdiction . The purpose of adding a jurisdiction provision to an NDA is to get each party to consent in advance to jurisdiction in one county or state and to give up the right to sue or be sued anywhere else.

Successors and Assigns . This provision binds any company that acquires either party.

Signing the agreement. Someone with the necessary authority must sign the agreement on behalf of each party. Each party should sign two copies and keep one. This way, both parties have an original signed agreement.

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How to Build a Detailed Business Plan That Stands Out [Free Template]

Updated: March 29, 2022

Published: March 11, 2022

While starting a company may seem easier now than ever before, entrepreneurs have an uphill battle from the moment they start a business. And without a clear, actionable business plan for selling, marketing, finances, and operations, you're almost destined to face significant challenges.

This is why crafting a business plan is an essential step in the entrepreneurial process.

In this post, we'll walk you through the process of filling out your business plan template, like this free, editable version :

Download a free, editable one-page business plan template.

We know that when looking at a blank page on a laptop screen, the idea of writing your business plan can seem impossible. However, it's a mandatory step to take if you want to turn your business dreams into a reality.

That's why we've crafted a business plan template for you to download and use to build your new company. You can download it here for free . It contains prompts for all of the essential parts of a business plan, all of which are elaborated on, below.

This way, you'll be able to show them how organized and well-thought-out your business idea is, and provide them with answers to whatever questions they may have.

Free Business Plan Template

The essential document for starting a business -- custom built for your needs.

• Outline your idea.
• Pitch to investors.
• Secure funding.
• Get to work!

You're all set!

Click this link to access this resource at any time.

Building a Successful Business Plan

In the next section, we'll cover the components of a business plan , such as an executive summary and company description. But before we get to that, let's talk about key elements that should serve as building blocks for your plan.

For some entrepreneurs, the thought of writing a business plan sounds like a chore — a necessary means to an end. But that's a bad take.

A solid business plan is a blueprint for success . It's key to securing financing, presenting your business, outlining your financial projections, and turning that nugget of a business idea into a reality.

At the core, your business plan should answer two questions: why your business and why now?

Investors want to know why your business is entering the market, i.e. what problem it's solving and how it's different from what's currently out there. They also want to know why now is the right time for your type of product or service.

At a minimum, your plan should:

• Be more realistic than idealistic: Too often, business plans focus too much on how things could be instead of how they are. While having a vision is important, your plan needs to be rooted in research and data.
• Legitimize your business idea : If an idea fails on paper, it's a signal to go back to the drawing board. In doing so, you avoid losing precious time or money chasing an unrealistic idea.
• Position your business for funding: To get your business off the ground, chances are you'll need financial backing. Even with a solid business idea, investors, lenders, and banks still need convincing. An effective business plan will outline how much money you need, where it's going, what targets you will hit, and how you plan to repay any debts.
• Lay the foundation: Investors focus on risk – if anything looks shaky, it could be a dealbreaker. Ideally, your business plan will lay down the foundation for how you'll operate your business — from operational needs to financial projections and goals.
• Communicate your needs: It's nearly impossible to communicate your needs if you don't know what they are first. Of course, a business’ needs are always changing — but your plan should give you a well-rounded view of how your business will work in the short and long term.

So back to the question of why and why now – consider three things:

• Your industry – How does your product or service fit within your industry? Are you targeting a specific niche? Where do you see the industry going in the next five to 10 years?
• Your target audience – Who are you targeting? What challenges are they facing? How will your product or service help them in their daily lives?
• Your unique selling proposition (USP) – What sets you apart from your competitors? Is it your product/service features? Your company values? Price?

Once you know the answers to these questions, you'll be equipped to answer the question: why your business and why now.

How to Build a Business Plan

• Executive Summary
• Company and Business Description
• Product and Services Line
• Market Analysis
• Marketing Plan
• Legal Notes
• Financial Considerations

Featured Resource: Free Business Plan Template

1. cover page.

Your business plan should be prefaced with an eye-catching cover page. This means including a high-resolution image of your company logo, followed by your company's name, address, and phone number.

Since this business plan will likely change hands and be seen by multiple investors, you should also provide your own name, role in the business, and email address on the cover page.

At the bottom of this page, you can also add a confidentiality statement to protect against the disclosure of your business details.

The statement can read as follows: " This document contains confidential and proprietary information created by [your company name]. When receiving this document, you agree to keep its content confidential and may only reproduce and/or share it with express written permission of [your company name] ."

Remember to keep your cover page simple and concise — and save the important details for other sections.

Why it matters: First impressions are everything, and a clean cover page is the first step in the right direction.

Example of a Cover Page

2. Executive Summary

The executive summary of your business plan provides a one- to two-page overview of your business and highlights the most crucial pieces of your plan, such as your short-term and long-term goals.

The executive summary is essentially a boiled-down version of your entire business plan, so remember to keep this section to the point and filled only with essential information.

Typically, this brief section includes:

• A mission statement.
• The company's history and leadership model.
• An overview of competitive advantage(s).
• Financial projections.
• Company goals.
• An ask from potential investors.

Why it matters: The executive summary is known as the make-or-break section of a business plan. It influences whether investors turn the page or not — so effectively summarizing your business and the problem it hopes to solve is a must.

Think of the Summary as a written elevator pitch (with more detail). While your business plan provides the nitty-gritty details, your Summary describes — in a compelling but matter-of-fact language — the highlights of your plan. If it's too vague, complicated, or fuzzy, you may need to scrap it and start again.

Example of an Executive Summary Introduction

"The future looks bright for North Side Chicago, particularly the Rock Hill Neighborhood. A number of high-end commercial and residential developments are well on their way, along with two new condo developments in nearby neighborhoods.

While the completion of these developments will increase the population within the neighborhood and stimulate the economy, the area lacks an upscale restaurant where residents and visitors can enjoy fine food and drink. Jay Street Lounge and Restaurant will provide such a place."

3. Company & Business Description

In this section, provide a more thorough description of what your company is and why it exists.

The bulk of the writing in this section should be about your company's purpose – covering what the business will be selling, identifying the target market, and laying out a path to success.

In this portion of your business plan, you can also elaborate on your company's:

• Mission statement
• Core values
• Team and organizational structure

Why it matters: Investors look for great structures and teams in addition to great ideas. This section gives an overview of your businesses' ethos. It's the perfect opportunity to set your business apart from the competition — such as your team's expertise, your unique work culture, and your competitive advantage.

Example of a Values/Mission Statement

"Jay Street Lounge and Restaurant will be the go-to place for people to get a drink or bite in an elegant, upscale atmosphere. The mission is to be North Side's leading restaurant, with the best tasting food and the highest quality service."

3. Product & Services Line

Here's where you'll cover the makeup of your business's product and/or services line. You should provide each product or service's name, its purpose, and a description of how it works (if appropriate). If you own any patents, copyrights, or trademarks, it's essential to include this info too.

Next, add some color to your sales strategy by outlining your pricing model and mark-up amounts.

If you're selling tangible products, you should also explain production and costs, and how you expect these factors to change as you scale.

Why it matters: This section contains the real meat of your business plan. It sets the stage for the problem you hope to solve, your solution, and how your said solution fits in the market.

There's no one-size-fits-all formula for this section. For instance, one plan may delve into its ability to market in a more cost-effective way than the competition, whereas another plan focuses on its key products and their unique features and benefits.

Regardless of your angle, it's critical to convey how your offerings will differ from the competition.

Example of a Product/Service Offering

"The menu at Jay Street Lounge and Restaurant will focus on Moroccan cuisine. The stars of the menu (our specialties) are the Moroccan dishes, such as eggplant zaalouk, seafood bastilla, tagine, and chickpea stew. For those who enjoy American dishes, there will also be a variety of options, from burger sliders and flatbread pizza to grilled steak and salads.

The food at Jay Street will have premium pricing to match its upscale atmosphere. During the summer months, the restaurant will have extra seating on the patio where clients can enjoy a special summer menu. We will be open on all days of the week."

4. Market Analysis

It helps to reference your market research documentation in this section, like a Porter's Five Forces Analysis or a SWOT Analysis ( templates for those are available here ). You can also include them in your appendix.

If your company already has buyer personas, you should include them here as well. If not, you can create them right now using the Make My Persona Tool .

Why it matters: Having an awesome product is, well, awesome — but it isn't enough. Just as important, there must be a market for it.

This section allows you to dig deeper into your market, which segments you want to target, and why. The "why" here is important, since targeting the right segment is critical for the success and growth of your business.

It's easy to get lost (or overwhelmed) in a sea of endless data. For your business plan, narrow your focus by answering the following questions:

• What is my market? In other words, who are my customers?
• What segments of the market do I want to target?
• What's the size of my target market?
• Is my market likely to grow?
• How can I increase my market share over time?

Example of a Market Analysis

"Jay Street Lounge and Restaurant will target locals who live and work within the Rock Hill Neighborhood and the greater North Side Chicago area. We will also target the tourists who flock to the many tourist attractions and colleges on the North Side.

We will specifically focus on young to middle-aged adults with an income of $40,000 to $80,000 who are looking for an upscale experience. The general demographics of our target market are women between 20 to 50 years old.

A unique and varied Moroccan-American menu, along with our unique upscale atmosphere, differentiates us from competitors in the area. Jay Street will also set itself apart through its commitment to high-quality food, service, design, and atmosphere."

5. Marketing Plan

Unlike the market analysis section, your marketing plan section should be an explanation of the tactical approach to reaching your aforementioned target audience. List your advertising channels, organic marketing methods, messaging, budget, and any relevant promotional tactics.

If your company has a fully fleshed-out marketing plan, you can attach it in the appendix of your business plan. If not, download this free marketing plan template to outline your strategy.

Free Marketing Plan Template

Outline your company's marketing strategy in one simple, coherent plan.

• Pre-Sectioned Template
• Completely Customizable
• Example Prompts
• Professionally Designed

Why it matters: Marketing is what puts your product in front of your customers. It's not just advertising — it's an investment in your business.

Throwing money into random marketing channels is a haphazard approach, which is why it's essential to do the legwork to create a solid marketing plan.

Here's some good news — by this point, you should have a solid understanding of your target market. Now, it's time to determine how you'll reach them.

Example of a Marketing Plan Overview

"Our marketing strategy will focus on three main initiatives:

• Social media marketing. We will grow and expand our Facebook and Instagram following through targeted social media ads.
• Website initiatives. Our website will attract potential visitors by offering updated menus and a calendar of events.
• Promotional events. Jay Street will have one special theme night per week to attract new clients."

6. Sales Plan

It doesn't matter if your sales department is an office full of business development representatives (BDR) or a dozen stores with your products on their shelves.

The point is: All sales plans are different, so you should clearly outline yours here. Common talking points include your:

• Sales team structure, and why this structure was chosen.
• Sales channels.
• Sales tools, software, and resources.
• Prospecting strategy.
• Sales goals and budget.

Like with your marketing plan, it might make sense to attach your completed sales plan to the appendix of your business plan. You can download a template for building your sales plan here .

Why it matters: Among other things, investors are interested in the scalability of your business — which is why growth strategies are a critical part of your business plan.

Your sales plan should describe your plan to attract customers, retain them (if applicable), and, ultimately, grow your business. Be sure to outline what you plan to do given your existing resources and what results you expect from your work.

Example of a Sales Plan Overview

"The most important goal is to ensure financial success for Jay Street Lounge and Restaurant. We believe we can achieve this by offering excellent food, entertainment, and service to our clients.

We are not a low-cost dining option in the area. Instead, the food will have premium pricing to match its upscale feel. The strategy is to give Jay Street a perception of elegance through its food, entertainment, and excellent service."

7. Legal Notes

Your investors may want to know the legal structure of your business, as that could directly impact the risk of their investments. For example, if you're looking for business partners to engage in a non-corporation or LLC partnership, this means they could be on the line for more than their actual investment.

Because this clarification is often needed, explain if you are and/or plan to become a sole proprietor, partnership, corporation, LLC, or other.

You should also outline the steps you have taken (or will need to take) to operate legally. This includes licenses, permits, registrations, and insurance.

The last thing your investor wants to hear after they've sent you a big chunk of change is that you're operating without proper approval from the local, state, or federal government.

Why it matters: The last thing your investor wants to hear after they've sent you a big chunk of change is that you're operating without proper approval from the local, state, or federal government.

Example of Legal Notes

"Jay Street Lounge and Restaurant is up-to-date on all restaurant licenses and health permits. Our business name and logo are registered trademarks, presenting the possibility of expanding locally."

8. Financial Considerations

Ultimately, investors want to know two things:

• When they will earn their money back.
• When they will start seeing returns on their initial investment.

That said, be clear, calculated, and convincing in this section. It should cover:

• Startup costs.
• Sales forecasts for the next several months/quarters.
• Break-even analysis for time and dollars.
• Projected profit and loss (P&L) statement.

Facts and figures are key here, so be as specific as possible with each line item and projection. In addition, explain the "why" behind each of these sections.

However, keep in mind that information overload is a risk, especially when it comes to data. So, if you have pages upon pages of charts and spreadsheets for this section, distill them into a page or two and include the rest of the sheets in the appendix. This section should only focus on key data points.

Why it matters: One of the most important aspects of becoming "investor ready" is knowing your numbers. More importantly, you need to understand how those numbers will enhance your business.

While it's easy to write a number down on paper, it's more important to understand (and communicate) why you need capital, where it's going, and that your evaluation makes sense.

Example of Financial Projections

"Based on our knowledge and experience in the restaurant industry, we have come up with projections for the business.

Starting with an expenditure of $400,000 in year 1, we forecast sales of $1,500,000 and $2,800,000 for years two and three. We expect to achieve a net profit of 15% by year three."

9. Appendix

A detailed and well-developed business plan can range anywhere from 20 to 50 pages, with some even reaching upward of 80.

In many cases, the appendix is the longest section. Why? Because it includes the supportive materials mentioned in previous sections. To avoid disrupting the flow of the business plan with visuals, charts, and spreadsheets, business owners usually add them in the last section, i.e. the appendix.

Aside from what we've already mentioned – marketing plan, sales plan, department budgets, financial documents – you may also want to attach the following in the appendix:

• Marketing materials
• Market research data
• Licensing documentation
• Branding assets
• Floor plans for your location
• Mockups of your product
• Renderings of your office space or location design

Adding these pieces to the appendix enriches the reader's understanding of your business and proves you've put the work into your business plan without distracting from the main points throughout the plan.

Why it matters: An appendix helps the reader do their due diligence. It contains everything they need to support your business plan.

Keep in mind, however, that an appendix is typically necessary only if you're seeking financing or looking to attract business partners.

Use a Business Plan Template to Get Started

Writing a business plan shouldn't be an insurmountable roadblock to starting a business. Unfortunately, for all too many, it is.

That's why we recommend using our free business plan template. Pre-filled with detailed section prompts for all of the topics in this blog post, we're confident this template will get your business plan started in the right direction.

Editor's note: This post was originally published in June 2017 and has been updated for comprehensiveness.

Don't forget to share this post!

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How to Write a Business Plan Confidentiality Agreement

By: Author Tony Martins Ajaero

Home » Business Plans

Are you about pitching your idea to investors? If YES, here is a detailed guide on how to write an ironclad confidentiality agreement for a business plan. Confidentiality statements are documents that are prepared for the safety of parties that are about to go into a business contract.

Also known as non-disclosure agreements, confidentiality statements help to preserve sensitive information that various business parties might bring to the table when transacting business. Business confidentiality statement in essence is a document that states that when a company’s business plan has been revealed, they will not be able to discuss the contents of it with anyone that is not part of the agreement.

Confidentiality or nondisclosure agreement has various uses in the world of business. An individual with a patentable invention or idea may need to enter into partnership with a manufacturer or marketing firm; and of course, he would want to keep his or her invention a secret.

Again, two companies considering a joint venture may need to share the names of their investors – but may not want those names to reach competitors’ ears. Confidentiality agreements can cover all these scenarios; the parties can tailor them to their specific needs before a meeting or negotiation, or over the course of a contractual relationship.

Tips to Note When Writing a Business Plan Confidentiality Statement

A. use the proper contract format.

The proper contract format that is generally used when writing a confidentiality statement is the standard contract format. In this writing format, single-spaced paragraphs with a double space between them is used. Each paragraph constitutes a separate term of the contract and are also numbered for specification. If you have any sub-paragraphs, indent them under the main paragraph and mark them with a letter, as though you were writing an outline.

B. Agreement type

There are two types of agreement to use when writing your confidentiality statement. A unilateral and mutual confidentiality agreement. A unilateral confidentiality agreement is used when only one party is disclosing information, while a mutual agreement is used when both or all parties involved are disclosing information.

You have to decide whether the confidential relationship established will be mutual or one-way. Mutual confidentiality agreements are necessary when you’re providing information to a company so they can provide you with something secret in return. For example, you may be disclosing your plans for a secret invention to a professional who will help you devise a marketing plan.

You need a one-way confidentiality agreement if you need to share confidential information with an employee or contractor who will not be sharing secrets of their own, simply doing work for you. There are also other scenarios where you may require either type of agreement, that is why you have to note the type of confidentiality agreement you need.

How to Write an Ironclad Business Plan Confidentiality Agreement

Provide a list of parties involved in the agreement.

When writing a confidential agreement, you must identify who are the parties to be covered by the agreement. If someone is to be involved in the agreement, but he or she is not listed, you must know that the agreement is not binding on them.

For example, if the agreement is between two companies, the CEO of the company may be able to sign for her entire company, but the agreement should also specify that all employees of the company who have access to the information are bound by its provisions.

Parties can be identified by referring to classes of people, such as “employees” or “engineers,” as long as the person signing the agreement has the authority to bind those people.

Unless the agreement forbids a contractor to have a subcontractor assist with the work, all subcontractors should be included as parties to the agreement as well. This is done so as not to leave any loopholes behind that people can take advantage of.

Describe what the other party is agreeing to

In this part, you need to make known the types of information you wish to keep confidential. This can include any sort of information that might be exchanged between the parties. For instance, if you are designing a software, you might include not only the code and design of the app itself, but also any prototypes, testing procedures and results, or reviews and comments from designers.

This portion of the agreement is designed to set the boundaries of confidential information without disclosing the information itself. It can also be stated that information cannot be disclosed without written consent of the Disclosing Party. The information should only be used for business purposes, and only on a “need to know” basis. And that the information can only be disclosed when the receiving party signs a non disclosure agreement .

List information excluded from confidentiality

Of course not all information should be hidden in a business arrangement. So, for this reason, you need to specify the information that are not under confidentiality. These information may not be a list of specific things, but broad categories of information that don’t have to be protected as confidential. Most of these categories are created by law.

For instance, if an information is already public knowledge then it is not be put under the category of protection. Likewise, information that the receiving party learns from a third party or of which they had prior knowledge cannot be considered confidential, and should be listed as non confidential.

One of the most important exclusions is that if the receiver creates something independently before entering the confidential relationship, it cannot be considered party of the confidentiality agreement even if it happens to use or include some of the same or similar secret information or processes.

Other things that are not under the confidentiality agreement include;

• An information the Receiving Party owned before the agreement
• If the Receiving Party legally received it from another source
• If the Receiving Party is required to disclose in a lawsuit or administrative proceeding
• If it is being or has been developed by the Receiving Party’s employees, consultants, or agents.

Describe what happens if the other party breaches the contract

Wherever there is a law, there must be consequences for breaking it. A typical remedy for this type of contract is an injunction. You can ask for a court order to stop the person who breached confidentiality from continuing to share the information in violation of the agreement.

In some federal cases, under the DTSA, a court may grant the owner the right to seize the property which may be used in “extraordinary circumstances.” You may also require the return of Confidential Information.

You also have the ability to sue for damages incurred as a result of the breach of confidentiality, which may include penalties. For example, in some states you may have the ability to get double or triple damages if the breach was intentional rather than accidental.

Some confidentiality agreements include stiff financial penalties if secret information is revealed to the general public. Others leave the consequences up to a judge or arbitrator to decide. How detailed you want to get with penalties generally relates to how unique the information being disclosed is, and how damaging it would be if it got out.

Establish the obligations of the party receiving the information

Confidentiality agreements typically limit the ways the receiving party can use the confidential information provided, as well as provide the standard for keeping and protecting confidential information.

For example, if you’re looking for investor evaluations of something you’ve invented, your confidentiality agreement may specify that the information can only be used for the purposes of evaluating the product and not in the evaluator’s own business.

If you’re having an employee or contractor sign a confidentiality agreement, you would probably want to limit your employee’s use of information to the performance of job duties directly related to the employment.

Many confidentiality agreements recite that receivers must keep the information disclosed to them in the same way they would keep their own confidential information. However, this statement only works if the receiving party has a known policy for handling confidential information.

Generally, confidentiality standards include limiting access to the information and taking basic precautions to keep the information secure so it doesn’t easily fall into outside hands. Such precautions might include, for example, using encryption for emails discussing the confidential information.

If your confidentiality agreement relates to software designs, inventions or technology, it should include a statement that the receiver of the information has no license, expressed or implied, in the information by virtue of its disclosure.

State when the agreement ends

Whatever has a beginning must have an end, and same applies to a confidentiality agreement. In writing one, you have to specify when the agreement is going to elapse, and when the parties can get out of the loop. State when the agreement ends and what notice must be given to the other party about the termination. You can set one of two options for when the agreement ends:

Your agreement should specify two time periods: the period during which disclosure will be made, and the time period thereafter during which the information should be kept confidential.

American confidentiality agreements typically last for a period of five years, although some may only last two or three years. The end point doesn’t have to be a specific date, but there should be a specific date used as a starting point. Otherwise it’s unclear when the agreement will take effect and for how long it will be enforceable.

If your agreement specifies a confidentiality period of two years, for example, but fails to establish when that two year period starts, the receiver of the information can argue that she didn’t believe the agreement had gone into effect yet.

Another way to set a specific starting date is to have the confidentiality period start from the date the agreement is signed. If you use this method, make sure you don’t disclose any secrets until you have the signature and the agreement is in force.

The confidentiality time period also may end when a certain event happens. For example, if you’re seeking evaluation of a new product, the confidentiality period may end when you market and distribute that product in stores.

Add any necessary miscellaneous provisions

This section is typically located towards the end. The miscellaneous section is sometimes called boilerplate. All agreements contain various clauses that don’t fit in any other section, such as which state’s law will apply and whether attorneys’ fees will be available to an injured party if they agreement is breached. These agreements are then put under the miscellaneous section. This section, though negligent, but should not be overlooked because of the details it is wont to contain.

Provide space for all parties to sign the agreement

For your confidentiality agreement to be binding, it has to be signed. For this reason, you have to provide a page where parties involved in the agreement would pen down their signatures. Without the agreement signed, it cannot go into effect.

With the use of a confidentiality statement, otherwise known as a non-disclosure agreement, the parties can keep nonpublic information under wraps. These contracts bind the parties to very specific pledges on the disclosure of information and are enforceable under the laws of the state where they are created.

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Meetings and interconnecting people are the lifelines of entrepreneurship, but it can also cause the leakage of important information. When you use the confidentiality statement, also known as a non-disclosure agreement , the parties can keep internal information undercover. These types of agreements bind the parties to the very specific surety on the opening of data and are applicable under the laws of the state where it is enacted.

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