Confidential Information Disclosure Agreement Generator

What is a Confidential Information Disclosure Agreement?

A Confidential Information Disclosure Agreement, also known as a unilateral confidentiality agreement, is a legal contract in which one party agrees to disclose confidential information to another party while requiring that the recipient maintain the confidentiality of the disclosed information. Unlike a mutual NDA, this agreement focuses on protecting information flowing primarily in one direction, from the discloser to the recipient.

Key Sections Typically Included:

• Parties Identification
• Definition of Confidential Information
• Purpose of Disclosure
• Scope of Confidentiality Obligation
• Exclusions from Confidential Information
• Recipient's Duties and Obligations
• Permitted Uses of Information
• Standard of Care
• Duration of Confidentiality Obligation
• Return or Destruction of Materials
• No Transfer of Rights
• Remedies for Breach
• No Obligation to Disclose
• No Warranty for Information
• Governing Law and Jurisdiction
• Relationship of Parties

Why Use Our Generator?

Our Confidential Information Disclosure Agreement generator helps you create a comprehensive document that protects your sensitive information when sharing it with another party. By clearly defining what constitutes confidential information, permitted uses, and protective measures required, you can safely disclose necessary information while maintaining appropriate legal protections.

Frequently Asked Questions

• Q: How does this differ from a standard Non-Disclosure Agreement (NDA)?
  • A: While both protect confidential information, a Confidential Information Disclosure Agreement is specifically designed for situations where information flows primarily in one direction (from discloser to recipient). Standard NDAs often protect information exchanged by both parties reciprocally. This unilateral approach can be more appropriate when only one party needs to share sensitive information, and the obligations can be tailored specifically to protect the disclosing party's interests.
• Q: How should the definition of confidential information be structured?
  • A: The definition should be specific enough to clearly identify protected information but broad enough to encompass all valuable data. It should address whether information must be marked as confidential, whether verbal disclosures are covered (and how they're confirmed in writing), the timeframe for designating information as confidential after disclosure, and specific categories of protected information (technical data, business plans, customer information, etc.).
• Q: What exclusions should be included from confidentiality obligations?
  • A: The agreement should specify standard exclusions, including information that: (1) was already known to the recipient before disclosure; (2) is or becomes publicly available through no fault of the recipient; (3) is independently developed by the recipient without use of the confidential information; (4) is rightfully received from a third party without restriction; or (5) is disclosed pursuant to a court order or legal requirement (typically with notice to the discloser). These exclusions protect recipients from unreasonable obligations regarding information that shouldn't reasonably be considered confidential.