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Confidentiality Agreement

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CLIENT EMPLOYEE HANDBOOK QUESTIONNAIRE



Welcome Statement

If you would like to include a welcome statement to your employees, please include with the completed questionnaire.

Company Mission Statement / Vision Statement / Core Values

If you have a company mission statement, vision statement or core values, please include with the completed questionnaire.

Employee (EE) Classifications

Indicate those classes of employees that your business may employ.

30 hours per week is the usual division between full-time and part-time employees. This complies with insurance guidelines. Indicate all applicable.

Regular Full-Time (30+ hours per week)

Regular Part-Time (less than 30 hours per week)

Temporary

Seasonal

Other

Number of Employees

Full-Time

Part-Time

Other

Company Work Sites

To ensure that the appropriate state and local laws are included with your handbook, list the cities and states of all physical work sites along with those of employees working remotely.

Company Operating Hours & Schedule

Indicate the hours and days the business operates with employees.

AM to PM day to day

24-hour facility

Multi-shifts:

Working Days:

Other:

Work Week

Usual work week is Sunday through Saturday. Usual work day is midnight to midnight

Day begins:

Day ends:

Pay Period & Payment of Wages

Indicate pay days. May be dictated by State law.

Weekly (what day of week?):

Bi-Weekly (what day of week?):

Semi-Monthly (15th and last day of month)

Semi-Monthly (other days):

Commissions paid

Direct Deposit Required

Check Distribution

Timekeeping Requirements (type-badge, timeclock, timesheet, etc.)

Business Expense Reporting and Reimbursement

Mileage at IRS rate

Cell Phones

Meals

Travel Expenses (flights, hotels, etc.)

Other

Expense Reports

Collective Bargaining Agreement

Are Employees covered by collective bargaining agreement?

Yes No

Signed Agreements

Have any employees signed employment contracts or confidentiality agreements?

Employment Contracts Confidentiality

HR Services

Does your company have Human Resources on-site?

Yes No

Name Title

Who is the contact person for employees to submit a request for leave of absence?

Name Title

Employee Benefits

Employee Eligibility: Regular Full-Time Regular Part-Time

Eligibility date:

First of the month following date of hire, how many days/months? days OR months

First of the month following change in employment classification, how many days/months? days OR months

Holidays

The company offers paid holidays? Yes No

Employee Eligibility: Regular Full-Time Regular Part-Time

Eligibility date:

From hire date: days OR months

From change in employment classification date: days OR months

If a holiday falls on a weekend, does the company observe the paid holiday on a Monday or a Friday? Yes No

If a holiday falls on an unscheduled workday for an employee, will the employee be paid for the holiday? Yes No

PTO / Vacation

Is there a PTO / Vacation Policy? Yes No

If so, what type?

Paid Time Off (PTO) includes sick and vacation together

Paid Time Off (PTO) does not include sick/vacation (i.e. for personal time)

Paid Vacation

Employee Eligibility: Regular Full-Time Regular Part-Time

What is the employee waiting period prior to initial eligibility?

Date of Hire After 90-Day introductory period After

Other

How is PTO/vacation awarded/granted to employees?

PTO / Vacation Schedule - Regular Full-Time

PTO / Vacation Schedule - Regular Part-Time

PTO / Vacation Usage and Carryover

Must employees use PTO / Vacation time in certain increments?

Yes: ¼ hour ½ hour 1 hour 4 hour 8 hour

No

Allow employees to carry a negative PTO / vacation balance? Yes No

Allow employees to carry over to next benefit year?

What is maximum carry over permitted?

Must be used by end of benefit year (use it/lose it)?

Be paid out at benefit year end?

Unused PTO / Vacation - Pay out balance upon termination (may be dictated by law)? Yes No

Bereavement Leave

May be dictated by State law.

Regular Full-Time Paid Unpaid

Regular Part-Time Paid Unpaid

Charged to PTO / Vacation time, if available

Eligibility

Day of Hire

After 3 months or 90 days

After months

# days for immediate family

# days for extended family

Jury Duty

May be dictated by State law.

Regular Full-Time Paid Unpaid

Regular Part-Time Paid Unpaid

Voting

May be dictated by State law.

Granted with pay? Yes No

Employees may take up to hours

Sick Time

May be dictated by State law.

Is Sick Time included within your Paid Time Off (PTO) Policy?

Yes, DO NOT complete this section, skip to Personal Leave of Absence.

No, complete this section.

No, not applicable

Employee Eligibility: Regular Full-Time Regular Part-Time

What is the employee waiting period prior to initial eligibility?

Date of Hire After 90-Day introductory period After

Other

If applicable, what is maximum annual accrual?

Accruals:

Accrual carry forward No carry-over at end of calendar year

Is medical certification required from a medical provider for an absence exceeding 3 days? Yes No

Must employees use Sick Time in certain increments?

Yes: ¼ hour ½ hour 1 hour 4 hour 8 hour

No

Personal Leave of Absence

Granted with pay?

Eligible after days OR months of employment.

Family & Medical Leave Act (FMLA)

What is the current method that the Company uses to calculate the 12-month period for Family & Medical Leave (FMLA) purposes?

The calendar year (January – December)

A fixed leave year based on

The 12-month period measured forward from the date of your first FMLA leave usage.

A “rolling” 12-month period measured backward from the date of any FMLA leave usage.

Currently, during FMLA leave, does the Company require the employee to use accrued paid PTO; vacation leave; sick; or any other paid leave?

Yes No

Dress Code

Professional Guidelines: Indicate all that apply.

Business Professional

Business Casual

Specified Uniforms (include type in Other)

Safety Gear (include type in Other)

Other

Job Abandonment

What are the number of consecutive workdays of unreported absence permitted?

Best practice is 2 to 3 consecutive workdays of unreported absence to avoid adverse outcomes for employer. i.e. unemployment.

Current Employee Handbook

Does your company presently have an employee handbook in use?

Yes No

Other

Is your company a federal or state contractor / recipient of government funds?

Yes No

Personal Use of Work Equipment

Are employees permitted to use their work computers, phones, etc. for personal purposes?

No During non-work hours only When it is not disruptive to work responsibilities

Is alcohol permitted at Company functions (i.e. company-sponsored holiday party)

Yes No

Are there any current policies that the Company wishes to keep that are not included in this questionnaire?

Yes No

Terminology

When referring to your business, several different terms may be used, which would you prefer?

Company Client Other

Include a copy of your Company’s logo, JPG with the completed handbook questionnaire.

Client Contact

Who may we contact with any questions regarding the construction of the handbook?

Name

Phone Number

Email Address

Organization Other

Company Logo

When Referring to your personnel, many different terms may be used, which would you prefer?

Employees Associates Team Members Other

When referring to your top leader, what title do you prefer?

President CEO Owner Executive Director Administrator Manager

What is your top leader's name?

List of current policies that the Company wishes to keep that are not included in this questionnaire

Signature
Date
Enter text✕

What a Confidentiality Agreement Is and When It Applies

A Confidentiality Agreement (commonly called an NDA) is a bilateral or multilateral contract that creates legally enforceable duties to protect specified confidential information exchanged between parties. It identifies covered information, permitted uses, recipients, duration, and remedies for breach. In the United States, Confidentiality Agreements may be executed on paper or electronically and are ordinarily enforceable when signatures meet legal requirements for intent, consent, attribution, and retention under ESIGN and state UETA frameworks. Typical uses include business negotiations, vendor onboarding, investor diligence, and intellectual property protection.

Why a Clear Confidentiality Agreement Matters

A well-drafted Confidentiality Agreement reduces disclosure risk, clarifies permitted uses and recipients, sets a clear duration, and creates contractual remedies for misuse. It minimizes disputes, protects trade secrets and IP, and preserves evidence for enforcement.

Why a Clear Confidentiality Agreement Matters

Who Commonly Uses Confidentiality Agreements

Typical users include corporate counsel, startup founders, hiring managers, vendors, and procurement personnel who need to share or review confidential information.

  • Corporate legal teams protecting trade secrets and confidential agreements during negotiations and due diligence processes.
  • Startup founders sharing product roadmaps with investors under defined limits and timeframes to preserve competitive advantage.
  • Vendors and contractors receiving sensitive data during integrations, service delivery, and technical onboarding processes.

Confidentiality Agreements are appropriate at intake, negotiation, due diligence, or whenever sensitive business, technical, or financial information will be exchanged between parties.

Who Signs and Why

Pat Lee, General Counsel

Typically drafts, reviews, and approves Confidentiality Agreements on behalf of the organization; negotiates scope, duration, carve-outs, and remedies. Coordinates with outside counsel for specialized clauses and ensures alignment with corporate policy, IP strategy, and risk tolerance.

Alex Kim, Founder

Signs NDAs for early-stage discussions and investor meetings; negotiates limited disclosure windows and narrow use restrictions. Consults legal counsel before accepting open-ended or perpetual confidentiality obligations that could constrain future operations.

Core Sections to Include in a Professional Confidentiality Agreement

A professional Confidentiality Agreement should clearly define covered information, permitted uses, disclosure exceptions, term limits, remedies, and record handling procedures.

Definition

Precisely describe what constitutes confidential information, including examples and excluded categories such as publicly known information or independently developed materials. Narrow definitions reduce ambiguity and disputes.

Purpose

State the specific purpose for which the receiving party may use the confidential information (for example, due diligence or product evaluation). Purpose limitation prevents unauthorized secondary uses.

Term

Specify the duration of confidentiality obligations and any post-termination survival period. Consider separate durations for trade secrets versus other confidential data.

Permitted Disclosures

Identify permitted disclosures to employees, affiliates, advisors, or regulators and require recipients to bind those persons to equivalent confidentiality obligations.

Remedies

Describe remedies for breach such as injunctive relief, monetary damages, and indemnification. Include survival clauses and dispute resolution forum where appropriate.

Return or Destruction

Require return or certified destruction of confidential materials on request or at agreement termination. Specify format, timing, and recordkeeping requirements for destroyed items.

Required Fields and Key Data Elements

Parties' Legal Names: Full legal entity names
Effective Date: MM/DD/YYYY format
Definition of Confidential Info: Clear scope language
Duration/Term: Start and survival periods
Signatures: Authorized signatory names
Governing Law: Chosen state law

Step-by-Step: Prepare and Execute a Confidentiality Agreement

Follow this sequence to draft, approve, sign, and preserve a Confidentiality Agreement with minimal delays and clear accountability.

  • 01
    Prepare Draft: Draft definitions, purpose, term, and permitted disclosures.
  • 02
    Review Legal Terms: Have counsel vet risk allocation and carve-outs.
  • 03
    Execute Agreement: Collect authorized signatures, electronic or paper.
  • 04
    Store Record: Preserve the final signed PDF and audit trail.

Typical eSigning Flow for a Confidentiality Agreement

Digital execution follows a reproducible flow that provides authentication and an audit trail for enforceability and recordkeeping.

  • Upload Document: Sender uploads the agreement to the platform.
  • Place Fields: Specify signature, name, title, and date fields.
  • Invite Signers: Send email or link for signer authentication.
  • Capture Audit Trail: Platform records timestamps, IP, and actions.

Recommended eSigning Workflow Settings

Configure the signing workflow to match your security and review requirements before sending the agreement for signature.

Field Configuration
Authentication Level Email plus optional SMS code
Signing Order Sequential or parallel as required
Field Types Signature, initials, date, text box
Retention Policy Retain signed copy and audit trail

Platform Capabilities to Look For

Prioritize platforms that provide secure transmission, at-rest encryption, an immutable audit trail, and configurable authentication methods.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Formats: PDF, DOCX, HTML supported
  • Authentication: Email, SMS, KBA, SSO options

Common Preparation Mistakes to Avoid

  • Vague definitions that fail to list excluded information or specific categories, creating enforcement uncertainty and litigation risk.
  • Accepting perpetual confidentiality for non-trade-secret information, which can be disproportionate and lead to negotiation deadlocks.
  • Overlooking authorized signatory authority and omitting printed names or titles, which complicates enforcement and validation.
  • Failing to record or preserve the executed copy and audit trail, weakening proof of execution and signer intent.

Consequences of an Improper or Incomplete Agreement

Loss of Protection: Trade secret protection may be jeopardized
Monetary Damages: Compensatory and punitive awards possible
Injunctive Relief: Courts may issue prohibitory orders
Contract Termination: Breach can permit contract rescission
Reputational Harm: Public disclosure can damage trust
Regulatory Risk: Data breaches may trigger agency action

Quick Pricing and Feature Comparison for eSigning

Entry-level pricing and basic capability differences can help inform vendor choice for electronically executing Confidentiality Agreements.

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 Varies Limited trial Limited trial
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

FAQs: Common Legal and Execution Questions

Answers to frequent questions about enforceability, notarization, duration, remedies, platform security, and signatory authority.


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