Can an NDA be e-signed?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. Exceptions include testamentary documents and certain court filings where electronic execution may be restricted.

Does the agreement need notarization?

Not typically. Confidentiality Agreements usually do not require notarization to be binding, but notarization or RON can add evidentiary weight. RON acceptance varies by state; verify with the applicable notary authority.

What if confidential information is subpoenaed?

Most agreements include a legal-compulsion exception and require prompt notice to the disclosing party. Comply with lawful process while seeking protective orders where appropriate to limit disclosure under court supervision.

How long should confidentiality last?

Duration depends on the information: commonly two to five years for commercial information; trade secrets may require indefinite protection while secrecy remains. State and industry rules may affect appropriate periods.

How can I revoke or cancel the agreement?

Revocation depends on contract terms; include notice and cure procedures if revocation is permitted. Unilateral revocation is uncommon; specify return or destruction obligations upon termination or agreed revocation.

What remedies are available for breach?

Remedies commonly include injunctive relief, money damages, and contractual fee-shifting if provided. Equitable remedies are frequently sought to prevent further disclosure of sensitive information.

Electronic Signature
Templates
Legal
Confidentiality Agreement

Confidentiality Agreement

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Confidentiality Agreement Related to Proposed Purchase of Corporate Business through Purchase of Stock

Agreement made on the day of , 20 , between

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as the Company, with regard to the possible acquisition of the stock of , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

Whereas, the Company desires to obtain certain confidential and proprietary information of the Seller for the sole purpose of examining the information and determining the feasibility of an acquisition of the stock of the Seller; and

Whereas, the Seller is willing to provide such confidential and proprietary information to the Company for the limited purpose and under the terms and conditions set forth in this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Confidential information as used in this Agreement shall include any and all written and verbal information provided by the Seller in connection with this Agreement except information which:

A. Is made freely available by the Seller to its customers or is published or otherwise made available to the public through sources entitled to disclose the same;

B. Is or becomes known to the public through no fault of the Company;

C. Is known to the Company prior to its receipt under this Agreement, as shown by the Company's written records;

D. Becomes known to the Company through disclosures by a third party entitled to disclose it; or

E. Is developed by or for the Company independently of any disclosure under this Agreement.

2. Acknowledgment. The Company acknowledges the representations of the Seller that confidential information is proprietary and valuable to the Seller and that any disclosure or unauthorized use of the information may cause irreparable harm and loss to the Seller.

3. Obligations of the Company. In consideration of the disclosure to the Company of confidential information, the Company agrees to receive and to treat confidential information on a confidential and restricted basis and to undertake the following additional obligations:

A. To use confidential information for the sole purpose of evaluating the feasibility of an acquisition of the Seller by the Company.

B. Not to duplicate, in whole or in part, any confidential information.

C. Not to disclose confidential information to any entity, individual, corporation, partnership, sole proprietorship, customer or client without the prior express written consent of the Seller; except to those parties listed below, who have acknowledged this Agreement by their respective signatures.

D. To return all confidential information to the Seller upon request and to destroy any additional notes or records made from such confidential information.

The standard of care to be used by the Company in the performance of its obligations set forth in this Agreement shall be the standard of care used by the Company in treating the Company's own information which it does not wish disclosed outside of the Company.

4. Survival. The restrictions and obligations of Section 3 of this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind the Company, its successors and assigns.

5. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

6. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

7. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of

8. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

9. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

10. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

11. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

12. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

13. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

15. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.

By:

What a Confidentiality Agreement Is and when it applies

Confidentiality Agreement (also called a nondisclosure agreement or NDA) is a legally binding contract in which parties agree to restrict disclosure and use of specified confidential information. It identifies disclosing and receiving parties, defines the scope of protected information, sets permitted uses and exclusions, establishes duration and return or destruction obligations, and lists remedies for breach. In the United States, electronic execution is generally valid under the ESIGN Act and UETA where adopted, subject to statutory exceptions; parties commonly use e-signature platforms to streamline execution while maintaining an audit trail and record retention.

Why a clear Confidentiality Agreement matters

A properly drafted Confidentiality Agreement reduces disclosure risk, preserves trade secrets, and defines remedies for unauthorized use. It clarifies expectations between parties and supports enforcement in court. Proper execution, including valid e-signatures, helps demonstrate intent, attribution, and retention under federal law.

Who typically prepares or signs these agreements

Common users who prepare or sign Confidentiality Agreements include corporate counsel, sales teams, independent contractors, and buyers or sellers negotiating sensitive information.

Startups and potential investors sharing confidential financial projections and business plans during due diligence.
Vendors and contractors accessing proprietary data for services, integrations, or product evaluation.
Employers and candidates exchanging nonpublic HR or compensation information during recruiting or onboarding.

Use the agreement whenever confidential information will be shared and parties seek contractual protections, remedies, and clear handling procedures.

Representative signers and administrators

General Counsel

Drafts, negotiates, and approves Confidentiality Agreements for the company. Ensures confidential information definitions, permitted disclosures, term, and remedies align with corporate risk tolerance and applicable regulations such as HIPAA and state privacy laws.

Contract Manager

Manages execution, tracks signatures, stores executed copies, and monitors obligations such as return or destruction schedules. Coordinates with legal and operations teams to ensure access controls and retention policies are implemented and that parties complete required acknowledgments.

Core clauses that make the agreement enforceable

Essential clauses that make a Confidentiality Agreement enforceable and practical in commercial settings, balancing protection with operational needs and regulatory compliance.

Definition

Precisely define 'Confidential Information' with categories, formats, and concrete examples. Narrow, specific definitions reduce ambiguity and strengthen enforcement by identifying exactly what information is protected and under what conditions.

Exclusions

List explicit exclusions such as public domain information, independently developed knowledge, or prior knowledge. Clear exclusions prevent overbroad coverage and clarify what the receiving party may reasonably disclose or use.

Use Limitations

Set permitted uses for the receiving party and prohibit redistribution, reverse engineering, and unauthorized third-party disclosures. Include limits on storage, copying, and derivative works to protect proprietary material.

Term

Specify the confidentiality period and any survival obligations, including post-termination duration and return or certified destruction requirements for confidential materials and copies.

Remedies

Describe available remedies such as injunctive relief, damages, and fee-shifting where permitted. Include notice and cure procedures when appropriate to support quick resolution of suspected breaches.

Governing Law

Choose governing law and venue for disputes. Note that electronic execution is governed by ESIGN (15 U.S.C. ch. 96) and UETA in most states, while state law controls substantive contract disputes.

Required information and standard data fields

Party Names: Full legal names of each party.

Effective Date: Use MM/DD/YYYY effective date.

Definition Box: Specific categories and examples of protected information.

Permitted Use: Authorized purposes for the receiving party only.

Term and Duration: Duration of obligations and any survival clauses.

Signatures and Dates: Signature lines for authorized signers with date fields.

Step-by-step: preparing and executing the agreement

Follow these steps to prepare and execute a Confidentiality Agreement accurately and electronically using an eSignature platform.

01

Assemble Parties: List full legal names, corporate status, and contact information.
02

Define Information: Describe confidential categories and explicit exclusions.
03

Set Terms: Specify term, return obligations, and remedies.
04

Execute: Collect signatures, dates, and retain executed copies.

Typical online workflow settings

Common eSignature workflow configurations for preparing, authenticating, and storing Confidentiality Agreements.

Field	Configuration
Authentication	Email verification; optional SMS or KBA authentication for higher assurance.
Signing Order	Choose sequential signing or allow parallel execution for faster completion.
Reminders	Set automated reminder cadence and escalation for unsigned documents.
Storage	Save executed copies to encrypted cloud storage with searchable audit trails.

Technical considerations for eSigning and distribution

Technical and integration considerations for eSigning and securely distributing Confidentiality Agreements across systems and preserving audit trails.

File Formats: PDF, DOCX, and HTML supported.
Integrations: Salesforce, NetSuite, Microsoft 365 integrations available.
Security: TLS 1.2/1.3 in transit; AES-256 at rest.

Typical signing workflow from upload to archive

Overview of the common signing workflow for a Confidentiality Agreement, from upload through signature capture and secure storage.

Upload: Sender uploads the agreement and selects required fields.
Prepare: Place signature, initials, and date fields; attach exhibits if needed.
Send: Distribute to signer emails with chosen authentication method.
Complete: Signers apply signatures and the system records an audit trail.

Timelines and common processing expectations

Key timing expectations and typical processing timeframes when issuing, executing, and responding to a Confidentiality Agreement.

Provide Agreement:

Deliver the agreement with a clear review deadline; allow 2–3 business days for internal review.

Signature Turnaround:

Electronic signing often completes within 24–72 hours depending on signer availability.

Notarization Lead Time:

If notarization is required, plan an additional 3–7 business days for scheduling and recording.

Record Retention:

Store executed copies immediately in a secure archive for the required retention period.

Notice Periods:

Allow time for contractual notice and cure periods specified in the agreement.

Common drafting and execution mistakes to avoid

Using broad or vague definitions of confidential information leads to disputes; list categories and concrete examples to reduce ambiguity and litigation risk.
Omitting permitted disclosures such as legal compulsion or affiliate sharing causes confusion and may expose parties to unintended liability.
Failing to verify signer authority or corporate approval risks later invalidation; confirm signatory powers and include execution warranties.
Not addressing retention and destruction procedures can create compliance gaps; specify exact steps and responsible parties for secure disposal.

Potential consequences of poorly executed agreements

Monetary Damages: Compensatory and possibly punitive damages.

Equitable Relief: Injunctions or specific performance possible.

Attorney Fees: Contract may allocate fee recovery to prevailing party.

Reputational Harm: Public disclosure can damage business relationships.

Contract Voidance: Improper execution may invalidate agreement.

Statutory Fines: Regulatory fines possible for privacy or data breaches.

Examples of how organizations use Confidentiality Agreements

These brief examples illustrate common, practical uses of Confidentiality Agreements across organizations and deal types.

Optica Ventures — Brian Fitzgibbons

Optica Ventures needed a simple, reliable way to execute partner Confidentiality Agreements without requiring in-person meetings.

Cloud signing reduced partner turnaround times.
Brian Fitzgibbons, COO, said: 'The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.' The team used the platform to reduce manual follow-up and centralize signed agreements.

Tech Data — Bob Dutkowsky

Tech Data needed consistent confidentiality controls across internal and external customer workflows to accelerate transactions.

Integrated signing increased speed to revenue.
Bob Dutkowsky, CEO, noted: 'Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue.' The approach standardized NDA handling and reduced administrative delay.

Practical tips to improve clarity and enforceability

Practical practices to improve clarity, enforceability, and efficient execution of Confidentiality Agreements across teams and systems.

Be specific

Define confidential information with precision, include concrete examples, and enumerate exclusions. Specificity narrows disputes, focuses discovery, and makes it easier for a court to enforce obligations.

Limit duration

Prefer a defined confidentiality period (commonly two to five years for non-trade-secret information) and state survival provisions. Trade secrets may require indefinite protection while they remain secret.

Check signer authority

Confirm the signer has authority to bind the entity; require signature blocks that include printed name and title. Consider a corporate resolution for high-value agreements.

Use appropriate authentication

Match authentication level to risk: email verification for low risk, SMS or KBA for higher assurance, and stronger methods for regulated data. Maintain a detailed audit trail.

eSignature pricing and capability snapshot for confidentiality workflows

Comparison of typical vendor starting prices and core capabilities relevant to signing Confidentiality Agreements; signNow appears first per platform ordering rules.

	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	Yes, 7-day free trial, no credit card	Varies	Varies	Limited trial available	Limited trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions and quick solutions

Answers to common questions about drafting, executing, notarizing, and enforcing Confidentiality Agreements, with practical steps to resolve typical issues.

Need help? Contact support

Can an NDA be e-signed?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states. Exceptions include testamentary documents and certain court filings where electronic execution may be restricted.
Does the agreement need notarization?
Not typically. Confidentiality Agreements usually do not require notarization to be binding, but notarization or RON can add evidentiary weight. RON acceptance varies by state; verify with the applicable notary authority.
What if confidential information is subpoenaed?
Most agreements include a legal-compulsion exception and require prompt notice to the disclosing party. Comply with lawful process while seeking protective orders where appropriate to limit disclosure under court supervision.
How long should confidentiality last?
Duration depends on the information: commonly two to five years for commercial information; trade secrets may require indefinite protection while secrecy remains. State and industry rules may affect appropriate periods.
How can I revoke or cancel the agreement?
Revocation depends on contract terms; include notice and cure procedures if revocation is permitted. Unilateral revocation is uncommon; specify return or destruction obligations upon termination or agreed revocation.
What remedies are available for breach?
Remedies commonly include injunctive relief, money damages, and contractual fee-shifting if provided. Equitable remedies are frequently sought to prevent further disclosure of sensitive information.

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