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Confidentiality Agreement

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Electronic Medical Record Use Confidentiality Agreement

Fax completed form to: (916) 734-2082 OR Email completed form to him@ucdmc.ucdavis.edu

E-mail the EMR Access Team at him@ucdmc.ucdavis.edu if you wish to confirm receipt of faxed documents

I hereby acknowledge that I received instruction in the proper use and consequences of any misuse of my EMR account login. I understand that all results that are finalized with my security code will be treated as a written signature with all the ethical, business and legal implications.

I understand that the computer-based patient record system will provide an audit trail of all electronic transactions that will be kept historically by UCDHS. In addition, the system will capture and retain my name, identification number, electronic signature and any other pertinent information required by UCDHS. The UCDHS Electronic Surveillance Team is charged with conducting routine reviews of all EMR system user accounts.

Per UCDHS Policies and Procedures, Section 1309, Information Security and Access, all UCDHS employees who access or release data without proper authorization or authority may be subjected to disciplinary or criminal action (if criminal intent is shown). I understand and will comply with UCDHS P&P section 2454 Employee Access to Protected Health Information (PHI)

Depending on the severity and impact of an unauthorized release of information, UCDHS and the employee may be subject to liability caused by anyone injured by the release of information. It is, therefore, extremely important that each employee take the responsibilities for maintaining security of data and passwords seriously.

I agree not to share my password with any other individual or allow any other individual to use the system once I have accessed it. I understand that I may have my password changed at any time by the system administrator.

If I have reason to believe the confidentiality and security of my password have been compromised, I will report this information to the system administrator or my supervisor as soon as possible.

I have read and agree with the UCDHS Electronic Signature Policy and I assume the responsibility for keeping my security code (password) secure and confidential.

Certification of HIPPA Training (To Be Completed for New Account Requests ONLY)

I hereby acknowledge that I have received training related to HIPAA Privacy and understand my responsibilities related to protecting the privacy of the information in the electronic medical record.

Name of Course:

Date of Completion:

Instructor:

Signature:

Date:

Printed Name:

Social Security # (last 4 digits):

Contact Phone:

Contact Email:

Job Role/Title:

UCDHS Sponsoring Dept.:

Are you also a current UCDHS Employee?

Job Title:

Verification of Employment/Student Enrollment

(TO BE COMPLETED BY EMPLOYER/SCHOOL REPRESENTATIVE)

I hereby certify that the above user is currently employed by/enrolled at my organization. I attest that my organization has verified the government-issued photo identification of this employee/student. I agree to notify UCDHS immediately upon termination/disenrollment. I understand that this verification is in addition to any Business Associate or other agreements made between my organization and any UC Davis entity.

Signature:

Date:

Printed Name:

Title:

Organization:

Fax completed form to: (916) 734-2082 OR Email completed form to him@ucdmc.ucdavis.edu

E-mail the EMR Access Team at him@ucdmc.ucdavis.edu if you wish to confirm receipt of faxed documents

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What a Confidentiality Agreement Is and when it applies

A Confidentiality Agreement (also called an NDA) is a written contract that sets terms for sharing and protecting confidential information between parties. It defines what information is confidential, permitted uses, disclosure exceptions, duration, and remedies for breach. In the United States these agreements are enforceable under contract law and may be executed electronically if they meet ESIGN (15 U.S.C. ch. 96) and UETA requirements for intent, consent, attribution, and record retention.

Why use a Confidentiality Agreement

A Confidentiality Agreement protects proprietary data, trade secrets, and sensitive personal or business information while clarifying each party’s duties and remedies in case of misuse.

Why use a Confidentiality Agreement

Who typically signs these agreements

Many organizations use Confidentiality Agreements across teams and transactions to limit dissemination of sensitive information.

  • Startups and investors during due diligence to protect pitch decks, financial forecasts, and IP disclosures.
  • Employers and employees when onboarding staff or sharing internal processes and trade secrets.
  • Vendors, contractors, and consultants before project kickoff to protect customer data and proprietary methods.

Tailor the agreement’s scope, duration, and signatory list to the transaction type and applicable industry rules.

Typical signatories and their roles

General Counsel

Corporate legal officers review and approve confidentiality language, determine carve-outs for legal obligations, and advise on enforcement strategy when breaches occur, including injunctive relief and damages analysis.

Project Lead

Operational managers designate which project materials are confidential, ensure appropriate access controls, and coordinate signatures from vendors and internal stakeholders to enable secure collaboration.

Core clauses to include in a professional Confidentiality Agreement

A well-drafted Confidentiality Agreement is concise but concrete: define covered information, permitted uses, term, exclusions, return/destruction obligations, and remedies for breach.

Definition of Confidential Information

Specify categories (technical data, financials, customer lists) and include format scope (oral, written, electronic) to avoid ambiguity and future disputes.

Permitted Use

Limit use to specific purposes (evaluation, performance of services) and prohibit unauthorized disclosure or secondary use outside that purpose.

Term and Survival

State duration for confidentiality obligations and any survival clauses for trade secrets or post-termination protections.

Exclusions

List standard exclusions: public domain, independently developed, previously known, or lawfully received third-party information.

Return or Destruction

Require return or certified destruction of confidential materials at project end or upon request, with timelines for compliance.

Remedies and Governing Law

Specify injunctive relief, damages, indemnities, and the governing state law for dispute resolution to reduce uncertainty.

Step-by-step: completing and executing the agreement

Follow these sequential actions to prepare, review, and finalize a Confidentiality Agreement with minimal friction.

  • 01
    Draft core terms: Define parties, scope, and term.
  • 02
    Review industry requirements: Check HIPAA, export controls, or trade-secret laws.
  • 03
    Assign signatories: Identify authorized signers and titles.
  • 04
    Execute and retain: Sign electronically or manually; store copies securely.

Typical workflow for exchange and execution

A standard workflow minimizes delays and creates an auditable path from draft to signed agreement.

  • Prepare document: Create final draft and attach exhibits.
  • Place fields: Add signature, date, and initial fields.
  • Send to signers: Email or generate signing link.
  • Capture audit trail: Record IP, timestamp, and actions.

Digital configuration checklist for online completion

Configure these settings when preparing the agreement for electronic signing to ensure valid, auditable execution.

Field Configuration
Authentication Method Email link, SMS code, or KBA as required
Signing Order Sequential or parallel routing
Attachment Requirements Require ID or supporting exhibits before signing
Audit Trail Options Enable IP address, timestamp, and event logging

Technical needs for secure electronic execution

Ensure your eSignature platform supports required security, authentication, and export formats before sending the agreement.

  • Document formats: PDF and DOCX supported
  • Integrations: CRM and storage connectors available
  • Compliance: HIPAA, ESIGN, UETA support

Confirm that chosen integrations (CRM, cloud storage) and authentication settings match internal compliance policies and industry rules.

Security and compliance features to verify

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Certifications: SOC 2 Type II
International standards: ISO 27001
Healthcare support: HIPAA (BAA required)
FDA records: 21 CFR Part 11 support

Common legal and operational risks to avoid

Ambiguous scope: Broad language invites disputes
Insufficient signatory authority: Unofficial signer invalidates contract
Improper retention: Lose evidence for enforcement
HIPAA noncompliance: Civil penalties and breaches
I-9 or tax errors: Administrative fines possible
Missing remedies: Harder to obtain injunctive relief

Frequent preparation pitfalls

  • Using undefined or all-encompassing terms for confidential information that later cause disagreement.
  • Failing to list authorized recipients or permitted disclosure channels, increasing the chance of unauthorized sharing.
  • Relying on unsigned drafts or verbal assurances without a written, signed agreement to prove obligations.
  • Neglecting to specify the governing law and jurisdiction, which complicates dispute resolution.

Timing considerations and statutory retention triggers

Key deadlines relate to execution, retention, and statutory obligations; align these with regulatory timelines to reduce compliance risk.

Provide executed copy:

Deliver to each party immediately after signing

I-9 retention rule:

Retain for 3 years after hire or 1 year after termination, whichever later (8 CFR §274a.2)

HIPAA record retention:

Retain for 6 years from creation or last effective date (45 CFR §164.530(j))

Tax document trigger:

Keep supporting financial records per IRC §6501(a) timelines

Contract statute of limitations:

Varies by state; check governing law

Compare typical eSignature vendor pricing and capabilities

Pricing and feature availability vary by plan; signNow is listed first for direct comparison. Verify vendor websites for plan details and enterprise options.

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 Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical examples of Confidentiality Agreement use

These short case narratives illustrate common scenarios where agreements protect parties and preserve value.

Early-stage Fundraising

A startup shared a product roadmap with an investor during diligence to obtain funding

  • Investor signed a confidentiality agreement before detailed disclosures
  • The NDA preserved trade-secret protection and enabled negotiations without public disclosure, allowing the startup to close the round with intact IP protections.

Vendor Onboarding

A healthcare provider engaged a cloud vendor and required access to patient-adjacent data

  • The vendor executed a confidentiality agreement plus a BAA
  • This combination defined permitted uses, required encryption controls, and limited downstream sharing, aligning the engagement with HIPAA obligations.

Practical tips for clear, enforceable agreements

Clear drafting and consistent execution reduce disputes and improve enforceability across jurisdictions.

Be specific
Define confidential categories and examples to avoid overbroad interpretation and to facilitate court enforcement if needed.
Limit recipients
List permitted recipients and require written approvals for further disclosures.
Use return obligations
Require certified destruction or secure return of materials at termination to reduce residual risk.
Align with regs
Add HIPAA BAAs, state privacy clauses, or export-control notices when industry rules apply.

Common questions and practical answers

Answers to frequent execution and enforceability questions for Confidentiality Agreements used in U.S. transactions.


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