Long Form NDA/Confidentiality Agreement

Long Form NDA/Confidentiality Agreement

In business arrangements, the exchange of confidential information happens more often than you might think. When you disclose confidential information to another party, a Confidentiality Agreement ensures the information you share stays between you and your confidant.

This do-it-yourself document generator helps you create a custom Confidentiality Agreement that protects you and your business from sensitive information being spread beyond your control in less than 15 minutes.
$ 149 incl GST
Long Form NDA/Confidentiality Agreement

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When you’re done, print or download a PDF version for you to review, customise or sign. 

What is an Confidentiality Agreement/ Long Form NDA?

A Long Form NDA (aka Confidentiality Agreement) is a legal document that facilitates the disclosure of private or sensitive information from on party to another party, by legally forbidding the receiving party from disclosing that information to any other person or entity.

Our intelligent system is optimised to generate a binding Confidentiality Agreement that maximises your chances of enforceability. It’s easy to create a one-way or mutual agreement that is tailored to your specific circumstances. 

The document you receive is legally-binding when signed by all parties, and meticulously drafted to standards that meet or even exceed those of the largest Australian and international law firms.

You have full control over how you want to draft this document, including adding up to 5 disclosing parties and up to 5 recipients or, for a mutual confidentiality agreement, up to 5 parties on each side.

When should I use a Confidentiality Agreement?

A Long Form NDA/ Confidentiality Agreement should be used for when you need to preserve the confidentiality of your confidential information. It can also be used to stop confidential information like trade secrets from falling into the wrong hands.

This document protects your confidential information, and offers legal recourse if your confidential information is compromised or disclosed.

What topics does a Confidentiality Agreement cover?

  • Details of parties involved
  • Scope of Confidential Information
  • Obligation of confidentiality
  • Particulars of Permitted Purpose 
  • Applicability to 3rd Parties
  • Duration of Confidentiality Obligations
  • Indemnities
  • Responsibility for costs
  • Guarantees
  • Disclosure
  • Security of the Confidential Information
  • Return of Confidential Information
  • Commencement and termination
  • Boilerplate

What are the main decisions I need to make in creating a Confidentiality Agreement?

  • How many parties do you want to be included in the agreement? This document can be adapted for use depending on whether you want a one-way agreement or a mutual agreement. You can name up to 5 separate entities in each group. If you name multiple parties in a group, those parties will hold their rights, and owe their obligations, jointly and severally.
  • What is the scope of confidential information you’d like to protect? You can customize the agreement to specify the type of material that you would like to protect, how information should be exchanged, whether the existence of this agreement is included as confidential information, and much much more.
  • How will you define exceptions to confidentiality obligations in the agreement? The key exception to the confidentiality obligations in the agreement is that confidential information can be shared and used for the “Permitted Purpose”, subject to the terms of the agreement. Accordingly, defining the Permitted Purpose is an extremely important part of this process. The description of the Permitted Purpose must be tailored to your specific circumstances.
  • Do you want to include 3rd parties on this agreement? You may want to allow the  recipient of confidential information to disclose the information to related entities and some third parties where required for the Permitted Purpose which you have developed above. In that case, the recipient will have an obligation to ensure that the third party keeps the information confidential.
  • How long do you want to maintain the confidentiality obligations under this agreement? This agreement can be customised to allow for a specific obligation period or to last indefinitely.
  • Do you want to include an indemnity clause? In general, even if a certain action causes damage, legal compensation will only be awarded if that damage is of a kind/type that is a reasonably foreseeable consequence of that action. An indemnity removes that hurdle. This is extremely important in the context of a confidentiality agreement because it is often hard to foresee what kind or type of damage might flow from breach of a confidentiality obligation. Accordingly, without an indemnity, a confidentiality agreement may have real issues in terms of enforceability.
  • Do you want to allow for mitigation of damages? Normally, a party that suffers damage must take reasonable steps to mitigate (ie, reduce) the extent of that damage, and an award of compensation may be reduced as a result of any failure to take such steps.  Another effect of a typical indemnity is to remove the requirement to mitigate damage. However, you can choose to keep this indemnity and yet retain the duty of the injured party to mitigate its damage.  This may be an acceptable compromise position.
  • Do you need guarantees? If the obligations of the recipients of confidential information under this agreement are to be guaranteed by any other entities that are not parties to this agreement, then a separate Deed of Guarantee will be required. You can use the online platform to create a Deed of Guarantee to help you document this.

What other names does a Confidentiality Agreement go by?

A Confidentiality Agreement is also known as: 

  • Long form NDA
  • Long form Non-Disclosure Agreement
  • Mutual NDA
  • Mutual Non-Disclosure Agreement
  • Confidentiality Deed
  • Specialised non-disclosure agreement
  • Deed of confidentiality
  • Confidentiality agreement between two companies

Frequently Asked Questions

The parties involved are the Disclosing party, who is trying to protect their information and the Receiving Party, who the Disclosing Party intends to share information with.  Or two parties who both wish to share their own confidential information with each other.

Generally, you would need this document when you are about to disclose sensitive and/or proprietary information and you want to protect this information from spreading beyond a particular setting.

When this document is properly executed by you and the other party, it becomes legally binding. Therefore it is crucial that it is properly executed before you share any confidential information.

It is strongly recommended that you complete and properly execute the agreement before any information is exchanged, to ensure all parties are aware of their rights and obligations and the consequence of breaching the agreement by sharing the confidential material without proper authorisation.

  • Details of parties involved
  • Scope of Confidential Information
  • Particulars of Permitted Purpose 
  • Duration of Confidentiality Obligations

It is not an essential element of a confidentiality agreement to impose a specific timeframe.

It is common practice to omit a timeframe. Instead, an obligation of confidentiality should remain in place until the information is no longer classified as confidential and enters the public domain. 

In cases where the parties decide to agree on a time-limit, to ensure enforceability, the deadline must not go over what is reasonably necessary to protect the legitimate interests of your business.

Possibly. Confidentiality Agreements can be beneficial in the context of employment because they allow for a free flow of confidential information within the workplace to maximise business productivity, while at the same time prohibiting employees from using or disclosing confidential information. 

Employment agreements also often include a binding confidentiality clause.

Clients — When engaging with clients or potential clients, a business or entity may have the clients sign a confidentiality agreement when sensitive information is disclosed.

Vendors — A business that relies on third-party vendors who may have access to their confidential information should get the vendor to sign a confidentiality agreement during their business relationship to ensure their information is protected.

Contractors —  Having an independent contractor sign a confidentiality agreement where they may have access to confidential information during their employment, would prevent the contractor from acting on the information and protect the contracting entity.

Investors — Investors may be asked to sign a confidentiality agreement when commercially sensitive information is shared between the parties to ensure the information does not go public, and the information is protected.

A confidentiality agreement sets out the rights of a party in the event of a breach by the other party.   These rights may include:

  • Obtaining an injunction in the event of an anticipatory breach (to prevent information from being released)
  • Monetary compensation (damages) where a breach has already occurred

There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.

If you need any assistance please contact us directly, we would be happy to assist.

If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, please contact us directly and we would be happy to assist.

Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.

Long Form NDA/Confidentiality Agreement
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Not quite right? Looking for something else?

What other documents might I need?

If you’re interested in a Confidentiality Agreement you might also need to think about:

  • Shareholder’s Agreement — The information here is relevant to determine the powers of directors and shareholders if you are sharing information with a company, and the decision-making structure which might affect the terms of the Confidentiality Agreement.
  • Deed of Guarantee — This document sets out the details and obligations that may apply to a guarantor, if guarantees are needed from a 3rd party who is not party to this agreement.

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