Are electronic signatures valid?

Yes. Electronic signatures are generally legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted. Ensure intent, consent, attribution, and record retention to meet the ESIGN four‑part test.

Not usually. Confidentiality statements are typically enforceable without notarization; notarization or RON may add evidentiary weight in some disputes but is not a universal requirement.

What if confidential data includes PHI?

If PHI will be disclosed, include a HIPAA BAA and specific safeguards. Platforms handling PHI must support HIPAA compliance and you should confirm a BAA is in place before transmission.

How do I revoke or amend the statement?

Revocation or amendment requires the procedures described in the agreement. Amendments should be written and signed by authorized parties; unilateral revocation without contractual rights may be ineffective.

What constitutes a breach?

Unauthorized disclosure, use beyond the stated purpose, or failure to follow agreed destruction/return obligations typically constitutes breach; remedies follow the contract and applicable law.

How long should I keep signed records?

Retain executed statements per business needs and legal minimums: IRS-related records three years (IRC §6501(a)), HIPAA six years (45 CFR §164.530(j)), and longer where state or industry rules require it.

Electronic Signature
Templates
Miscellaneous
Business Confidentiality Statement

Business Confidentiality Statement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS CONFIDENTIALITY STATEMENT

Parties

Disclosing Party: Disclosing Party Address: Receiving Party: Receiving Party Address:

Effective Date:

Recitals

WHEREAS, Disclosing Party is engaged in business activities involving proprietary processes, trade secrets, financial information, customer lists and other confidential business matters and desires to disclose certain Confidential Information to Receiving Party for the purpose set forth below; and

WHEREAS, Receiving Party desires to receive such Confidential Information in order to evaluate and/or perform the professional services described in the Scope of Work and to determine whether to enter into a business relationship with Disclosing Party; and

WHEREAS, the parties wish to set forth their agreements with respect to the use and protection of such Confidential Information.

Scope of Work

Describe the evaluation or services for which Confidential Information will be provided:

Payment Terms

Fee Amount: Payment Schedule / Due Dates: Late Payment Fee:

Term and Termination

This Statement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with this Agreement.

Notice Period for Termination (days):

Either party may terminate this Statement for material breach by the other party if the breach remains uncured for the notice period above. Termination does not relieve either party of obligations accrued before termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, in writing or by inspection, including but not limited to technical data, product plans, business and marketing plans, financial projections, customer and supplier lists, pricing, trade secrets, and any analysis, compilations or other documents derived therefrom.

Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to affiliates, employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) use Confidential Information solely to evaluate or perform the Scope of Work identified above.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party's lawful possession prior to receipt from Disclosing Party; (iii) is lawfully received by Receiving Party from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Confidential Information.

Upon termination or written request by Disclosing Party, Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing the return or destruction, except that Receiving Party may retain one archival copy solely for compliance purposes.

The obligations of confidentiality and non-use shall survive termination of this Statement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages may be inadequate and that Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

Governing Law and Venue

This Statement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Statement.

Representations; Entire Agreement

Each party represents and warrants that it has full right, power and authority to enter into this Statement and to perform its obligations hereunder. Receiving Party acknowledges that it has not been induced to enter into this Statement by any representation or promise not set forth herein.

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No modification, waiver, or amendment of any provision of this Statement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Statement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Statement without the prior written consent of the other party, except to a successor in interest to substantially all of its business.

Entity Type (check as applicable): Corporation LLC Individual Other

Disclosing Party - Print Name:

By:

Title:

Date:

Receiving Party - Print Name:

By:

Title:

Date:

What a Business Confidentiality Statement Does

A Business Confidentiality Statement is a written agreement that defines which business information must remain confidential, who is bound by the restriction, and the permitted uses and disclosures of that information. Commonly used between companies, contractors, investors, and service providers, it can cover trade secrets, customer lists, pricing, technical data, and other proprietary details. Properly drafted statements set the duration of confidentiality, specify return or destruction obligations for materials, and describe remedies for breach. In the United States these documents are enforced under general contract principles and may be executed electronically under ESIGN and UETA where permitted.

Why include a clear confidentiality statement

A concise Business Confidentiality Statement preserves trade secrets, reduces misunderstandings about permitted use, and creates an evidentiary record for enforcement. It clarifies parties, scope, duration, and handling steps so organizations can protect proprietary value while enabling necessary business activity.

Core components to include in the statement

These six elements form a practical, enforceable Business Confidentiality Statement and help ensure predictable handling and legal clarity for both parties.

Parties

Identify the disclosing and receiving entities by full legal name and entity type; include doing-business-as names when relevant.

Definition

Define 'Confidential Information' specifically — exclude public domain materials and information independently developed by the recipient.

Purpose

Specify the business purpose for sharing information (evaluation, negotiation, services) and limit use to that purpose alone.

Obligations

List handling requirements: storage, access controls, limited disclosure, and steps required on discovery of a breach.

Term

Set a duration for confidentiality and obligations after termination, including return or secure destruction of materials.

Remedies

Describe available remedies such as injunctive relief, contract damages, indemnity, and recovery of attorney fees if provided.

Step-by-step: preparing, completing, and executing the statement

Follow these sequential steps to draft, verify, and execute a Business Confidentiality Statement to reduce future disputes and gaps in protection.

01

Prepare: Gather company names, contact and IP details, and purpose for disclosure.
02

Define: Draft a narrow definition of Confidential Information tied to the stated purpose.
03

Review: Confirm signatory authority and consult counsel for unusual terms or significant trade secrets.
04

Execute: Sign and date; retain executed copies and confirm any electronic signature compliance steps.

Configuring a secure online signing workflow

Set up the e-sign workflow to match your approval and authentication needs so each execution is auditable and reproducible.

Field	Configuration
Authentication Method	Email plus optional SMS code or KBA for higher assurance
Signing Order	Specify sequential or parallel signing for multi-party agreements
Reminders	Set automatic reminders and expiry windows for unsigned requests
Retention Settings	Enable audit trail retention and secure storage for legal records

Technical and integration considerations for e-execution

Ensure the chosen provider can meet regulatory needs (for example HIPAA BAA if PHI is involved) and produces an immutable audit trail for each signing event.

File formats: PDF, DOCX supported
Integrations: Salesforce, Microsoft 365, Google Workspace
Security features: TLS in transit; AES-256 at rest

Typical routing after the statement is signed

A reliable routing process helps ensure all stakeholders receive and retain the executed statement for compliance and operational use.

Upload Document: Sender uploads final PDF or Word document to signing platform.
Assign Fields: Place signature, date, and initial fields where required.
Authenticate Signers: Signers confirm identity via email, SMS code, or stronger method.
Store Copies: Signed copies and audit log stored in secure repository.

Who commonly prepares or signs this statement

Match the responsible drafter and signer to the context — legal counsel for complex IP matters, operations for routine vendor confidentiality.

In-house legal teams and outside counsel drafting protective language for transactions and vendor relationships.
Business executives and founders using statements during fundraising, due diligence, or partner evaluations.
Vendors, contractors, and consultants who will receive confidential operational or technical information under limited-use terms.

Typical signatory roles and authority

General Counsel

Internal legal officer who reviews and approves confidentiality clauses, ensures compliance with corporate policy, and confirms that remedies and survival terms are consistent with organizational risk tolerance and prior agreements. Often signs for legal entities where delegated authority permits.

Chief Executive

Executive with capacity to bind the company on strategic or high-value disclosures; validates business purpose, approves term and remedy limits, and confirms adequate protections for trade secrets before execution.

Real-world uses to guide drafting choices

These examples show how different business situations shape the scope and remedies of a confidentiality statement.

Startup Fundraising

A founder shares product roadmaps with potential investors for due diligence

short-term access with strict non-use clauses
the statement requires return or destruction of materials and surviving confidentiality for three years after termination, preventing accidental public disclosure while fundraising proceeds.

Vendor Onboarding

A software vendor will access client data for integration testing

limited to testing purpose only
the agreement includes data handling instructions, a requirement for a BAA if PHI is present, and audit rights to confirm secure processing by the vendor.

Security and compliance elements to document

Transport Encryption: TLS 1.2/1.3

Data at Rest: AES-256 encryption

Audit Trail: Detailed signer event logs

Certifications: SOC 2 Type II

Regulatory Support: HIPAA (BAA required)

Legal Framework: ESIGN and UETA compliance

Principal legal risks of an incomplete or incorrect statement

Contract Damages: Monetary losses claimed

Injunction: Court-ordered equitable relief

Attorney Fees: Recovery if contract permits

Reputational Harm: Loss of market trust

Regulatory Exposure: HIPAA/GLBA violations possible

Business Interruption: Operational and financial impact

Common drafting and execution mistakes to avoid

Defining Confidential Information too broadly or leaving essential categories unspecified, which makes obligations unenforceable or uncertain.
Omitting the effective date or using ambiguous duration language, complicating when obligations start and stop and affecting statute of limitations.
Allowing unauthorized signers or failing to confirm signatory authority, which can invalidate the agreement or delay enforcement.
Relying on unsigned or image-only signatures without an audit trail, reducing admissible evidence of consent and attribution.

Typical timing provisions and operational deadlines

Include explicit dates and measurable deadlines to reduce disputes; use consistent date formats and clear event triggers for actions.

Effective Date:

Enter as MM/DD/YYYY; defines when obligations begin.

Initial Term:

Specify years or event-based end, e.g., 'two years from effective date'.

Return/Destruction:

Set a timeframe, commonly 30–90 days after termination.

Notice of Breach:

Require prompt written notice, often within 30 days of discovery.

Periodic Review:

Define review or renewal cadence, typically annual for long-term relationships.

eSignature vendor comparison for executing confidentiality statements

Pricing and feature availability vary; signNow is listed first for comparison. Confirm enterprise feature sets and HIPAA or industry add-ons directly with each vendor.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Business Confidentiality Statements

Answers address common legal and operational questions about drafting, electronic execution, and post-execution handling for confidentiality statements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted. Ensure intent, consent, attribution, and record retention to meet the ESIGN four‑part test.
Do I need a notary?
Not usually. Confidentiality statements are typically enforceable without notarization; notarization or RON may add evidentiary weight in some disputes but is not a universal requirement.
What if confidential data includes PHI?
If PHI will be disclosed, include a HIPAA BAA and specific safeguards. Platforms handling PHI must support HIPAA compliance and you should confirm a BAA is in place before transmission.
How do I revoke or amend the statement?
Revocation or amendment requires the procedures described in the agreement. Amendments should be written and signed by authorized parties; unilateral revocation without contractual rights may be ineffective.
What constitutes a breach?
Unauthorized disclosure, use beyond the stated purpose, or failure to follow agreed destruction/return obligations typically constitutes breach; remedies follow the contract and applicable law.
How long should I keep signed records?
Retain executed statements per business needs and legal minimums: IRS-related records three years (IRC §6501(a)), HIPAA six years (45 CFR §164.530(j)), and longer where state or industry rules require it.

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