Can this form be signed electronically?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and in nearly all states under UETA; ensure intent, consent, attribution, and retention are captured to meet legal tests.

When is notarization required?

Notarization is rarely required for confidentiality declarations but may be requested contractually or by counterparties for added evidentiary weight. If notarized remotely, follow state RON rules and retention obligations.

Do I need a HIPAA addendum?

Include a HIPAA business-associate or authorization addendum if the disclosure involves protected health information; HIPAA requires documented safeguards and a BAA when a vendor handles PHI.

How do I revoke or cancel the form?

Specify revocation mechanics in the form; revocation generally requires written notice and does not retroactively undo prior authorized disclosures unless the parties agree otherwise.

What if signer names differ on ID and form?

Mismatched names can create attribution problems. Use the signer’s full legal name on the form and, if necessary, include an identification field or require ID verification during signing.

How should signed forms be stored?

Store signed records with secure access controls, encrypted at rest and in transit, and retain audit logs. Follow retention rules like HIPAA (45 CFR §164.530(j)) or IRS standards where applicable.

Electronic Signature
Templates
Legal
Confidentiality Declaration Form

Confidentiality Declaration Form

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Confidentiality Declaration Form

This Confidentiality Declaration Form (the Declaration) is entered into as of Effective Date: by and between Disclosing Party Name: with Address: , and Receiving Party Name: with Address: .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information concerning its business, operations, products, services, technical data, trade secrets, and other matters that the Disclosing Party desires to protect from unauthorized disclosure; and

WHEREAS, the Receiving Party has a legitimate need to receive, review, or access such confidential information in connection with the parties' discussions and any business relationship described as Purpose: ; and

WHEREAS, the parties wish to set forth the terms and conditions governing the handling and protection of such confidential information.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. DEFINITIONS

1.1. "Confidential Information" means all non-public, proprietary, or business information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, or in writing, and includes, without limitation, technical data, know-how, trade secrets, inventions, processes, formulas, designs, drawings, software, specifications, pricing, financial information, customer and supplier lists, marketing plans, and any analyses, summaries or extracts thereof. Confidential Information also includes information designated as confidential at the time of disclosure.

1.2. Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (a) was in the public domain at the time of disclosure; (b) becomes part of the public domain through no breach of this Declaration by the Receiving Party; (c) was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1. The Receiving Party shall (a) hold and maintain the Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own most confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third parties except as expressly permitted by this Declaration; and (c) not use Confidential Information for any purpose other than the Purpose specified in this Declaration.

2.2. The Receiving Party shall limit access to Confidential Information to those of its employees, contractors, agents, or advisors who have a strict need to know in order to accomplish the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

3. EXCLUSIONS

3.1. Notwithstanding anything to the contrary, Confidential Information shall not include information that: (a) was rightfully known to the Receiving Party prior to disclosure as evidenced by written records; (b) is or becomes generally available to the public through no act or omission of the Receiving Party; or (c) is lawfully obtained by the Receiving Party from a third party not subject to confidentiality obligations with respect to such information.

4. PERMITTED DISCLOSURES

4.1. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party uses reasonable efforts to provide the Disclosing Party with prompt written notice of such requirement to permit the Disclosing Party to seek a protective order or other remedy and limits disclosure to the minimum required.

5. TERM; SURVIVAL

5.1. The obligations of the Receiving Party with respect to Confidential Information shall commence on the Effective Date and shall continue for Confidentiality Period: years from the date of disclosure, or for such longer period as may be required by applicable law with respect to trade secrets. Notwithstanding the foregoing, the Receiving Party's obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.

6. RETURN OR DESTRUCTION

6.1. Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy, at the Disclosing Party's election, all tangible materials containing Confidential Information and shall certify in writing that it has complied with this obligation, except that the Receiving Party may retain one archival copy solely for compliance and internal record-keeping in encrypted form.

7. REMEDIES

7.1. The Receiving Party acknowledges that a breach of this Declaration may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies in addition to any other remedies available at law or in equity.

8. NO LICENSE; NO OBLIGATION TO TRANSACT

8.1. Except as expressly set forth in a separate written agreement signed by the parties, nothing in this Declaration grants any license, right, or interest, whether by implication, estoppel, or otherwise, to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party. Neither party is obligated to enter into any further agreement or transaction by virtue of this Declaration.

9. REPRESENTATIONS

9.1. Each party represents that it has the full power and authority to enter into this Declaration and to perform its obligations hereunder. The Disclosing Party represents that to the best of its knowledge it has the right to disclose the Confidential Information to the Receiving Party for the Purpose.

10. NOTICES

Disclosing Party Notice Address Receiving Party Notice Address

11. AMENDMENTS; WAIVER

11.1. This Declaration may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance.

12. GOVERNING LAW

12.1. This Declaration shall be governed by and construed in accordance with the laws of State of , without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

13.1. This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and communications, both written and oral, relating thereto.

14. SEVERABILITY

14.1. If any provision of this Declaration is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Declaration shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' original intent.

15. COUNTERPARTS

15.1. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or facsimile signatures shall be deemed originals for all purposes.

16. ADDITIONAL PROVISIONS

Specific Confidential Information (describe any particularly sensitive items, if applicable) Entity Type — Disclosing Party (check all that apply)

Individual Corporation Other:

Entity Type — Receiving Party (check all that apply)

Individual Corporation Other:

CERTIFICATION

The undersigned each certify that they are authorized to execute this Declaration on behalf of the respective party and acknowledge that a breach of this Declaration may give rise to damages and equitable relief. Each signatory further certifies that the information provided herein is true and correct to the best of their knowledge.

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

What the Confidentiality Declaration Form Is

A Confidentiality Declaration Form is a written statement in which one or more parties acknowledge that specified information is confidential and agree to protect it from unauthorized disclosure. The form typically defines the confidential information, identifies permitted uses and recipients, sets a term for confidentiality, and records signatures and dates to evidence consent and attribution for legal enforceability.

Why a Confidentiality Declaration Matters

The form creates a clear record of parties’ promises to protect sensitive information, supports legal recourse if disclosures occur, and establishes handling rules for proprietary or personal data. Properly executed, it helps demonstrate intent, attribution, and retention required under ESIGN and state electronic transaction law.

Who Typically Prepares or Signs This Form

Common users include businesses protecting trade secrets, employers onboarding staff, legal teams handling case materials, and healthcare providers when sharing patient-limited information under a narrow authorization.

Businesses and startups exchanging IP during due diligence or vendor selection.
Human resources when new hires access confidential internal systems or data.
Attorneys disclosing client or litigation-sensitive materials to third parties.

Each signer’s role determines required fields and any added protections such as witness, notary, or HIPAA addenda; tailor the form to fit the industry and legal context.

Who Can Sign and What Their Role Means

General Counsel

A corporate general counsel or outside counsel typically signs on behalf of the company to confirm authority to bind the organization to confidentiality obligations and to approve any carve-outs or legal exceptions.

HR Manager

An HR manager or authorized designee signs for employment-related confidentiality declarations to confirm that new hires received, read, and agreed to internal privacy and trade-secret protections.

Essential Security and Compliance Details to Include

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamped events, IP and action logs

Authentication: Email, SMS code, KBA or advanced options

Certifications: SOC 2 Type II, ISO 27001, PCI DSS

HIPAA: BAA required for protected health information

Legal Acts: ESIGN and UETA compliance documented

Common Legal Risks from an Incomplete Form

Contract Voidance: Ambiguous scope may render protections unenforceable

Civil Liability: Damages for improper disclosure

HIPAA Fines: Regulatory penalties for PHI breaches

Tax Withholding: Incorrect payee data may trigger withholding

Evidence Gaps: Missing attribution weakens remedial claims

Notarization Defect: Improper notarization may impair admissibility

Frequent Preparation Mistakes to Avoid

Using vague descriptions of confidential information that fail to enable a third party to identify what is protected and when the restriction applies.
Leaving signature lines unsigned or missing signer titles and authority, which undermines attribution and enforceability in court or arbitration.
Failing to include a retention or return/destruction clause, creating uncertainty about document handling after the relationship ends.
Neglecting industry-specific addenda (for example HIPAA business associate language) when the disclosure involves regulated personal data.

How to Complete a Confidentiality Declaration Form — Step by Step

Follow these steps to create a clear, enforceable Confidentiality Declaration Form. Each step focuses on accuracy, attribution, and retention to satisfy ESIGN/UETA e-signature legal tests.

01

Identify Parties: Enter full legal names and roles for all signers.
02

Describe Information: Define confidential data precisely and by example.
03

Set Obligations: Specify permitted uses, recipients, and safeguards.
04

Sign and Date: Collect signatures with authentication and retention.

Configuring an Online Workflow for This Form

Set up a digital signing workflow to reduce errors and capture a complete audit trail; the configuration below lists common settings and their recommended values.

Field	Configuration
Signer Order	Sequential or parallel per negotiation needs
Authentication	Email + SMS or KBA for higher assurance
Required Fields	Name, title, signature, date, confidentiality scope
Retention Policy	Set 7+ years or as required by law

Digital Signing and Delivery Requirements

Use a platform that supports standard file formats, audit trails, and appropriate signer authentication to ensure legal validity.

Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
File Formats: PDF, DOCX, HTML, Excel
Authentication: Email link, SMS code, or advanced KBA

Typical Electronic Signing Flow for This Form

A standard e-signing flow collects evidence of intent and consent while minimizing friction; below are the core actions in sequence.

Upload Document: Add the finalized Confidentiality Declaration to the signing workspace.
Place Fields: Add signature, date, name, and initial fields where required.
Invite Signers: Enter signer emails and choose authentication strength.
Complete Signing: Signers execute and receive a certificate of completion.

Timing Considerations and Typical Deadlines

Timing varies by transaction; execute the declaration before any confidential disclosure and record signature dates to establish when obligations begin.

Before Disclosure:

Obtain signed agreement prior to sharing any confidential materials.

Effective Date:

Use MM/DD/YYYY format; this marks the start of obligations.

Signature Date:

Record each signer’s date to show attribution and sequence.

Retention Minimum:

Keep for the term plus at least three years post-termination.

Notice Periods:

Specify how long recipient has to return or destroy materials.

eSignature Vendor Comparison for Signing This Form

This table compares common plan and capability points for electronic signature vendors; signNow is listed first per vendor ordering requirements.

	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	Yes, limited	Yes, trial	Yes, limited	Yes, limited
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 by plan	Varies by plan	Varies by plan

Best Practices to Ensure an Enforceable Declaration

Adopt consistent drafting, authentication, and recordkeeping practices to reduce disputes and to satisfy the ESIGN/UETA four-part legal validity test.

Use Precise Definitions

Define confidential information by example and objective criteria. Precise scope reduces ambiguity and strengthens court review of what was intended to be protected.

Collect Clear Consent

Capture signer intent and consent explicitly in the document or through the signing flow. For consumer-facing records, provide ESIGN consumer disclosures where required.

Record Authentication

Choose authentication appropriate to risk—email/SMS for low risk, KBA or ID verification for higher-stakes disclosures—to support attribution and admissibility.

Maintain Audit Trails

Preserve timestamps, IP addresses, and field histories in an immutable audit log to reconstruct signing events if needed for litigation or compliance reviews.

Example Uses and Customer Scenarios

Real organizations use confidentiality declarations in many contexts; these examples show common scenarios and outcomes drawn from customer experiences.

Optica Ventures — Investment Due Diligence

Optica used a confidentiality declaration to protect startup disclosures during fundraising

The investor agreed to limited use and non-disclosure terms
The signed record helped resolve a later dispute by showing clear scope and signer attribution.

Martin Properties — Tenant Screening

A property manager required a confidentiality declaration with rental applications

Applicants consented to limited verification checks only
Retaining the signed form clarified permissible uses and prevented secondary disclosure claims.

Frequently Asked Questions About Confidentiality Declaration Forms

Answers to common questions about enforceability, electronic signing, notarization, and recordkeeping when using a Confidentiality Declaration Form.

Need help? Contact support

Can this form be signed electronically?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and in nearly all states under UETA; ensure intent, consent, attribution, and retention are captured to meet legal tests.
When is notarization required?
Notarization is rarely required for confidentiality declarations but may be requested contractually or by counterparties for added evidentiary weight. If notarized remotely, follow state RON rules and retention obligations.
Do I need a HIPAA addendum?
Include a HIPAA business-associate or authorization addendum if the disclosure involves protected health information; HIPAA requires documented safeguards and a BAA when a vendor handles PHI.
How do I revoke or cancel the form?
Specify revocation mechanics in the form; revocation generally requires written notice and does not retroactively undo prior authorized disclosures unless the parties agree otherwise.
What if signer names differ on ID and form?
Mismatched names can create attribution problems. Use the signer’s full legal name on the form and, if necessary, include an identification field or require ID verification during signing.
How should signed forms be stored?
Store signed records with secure access controls, encrypted at rest and in transit, and retain audit logs. Follow retention rules like HIPAA (45 CFR §164.530(j)) or IRS standards where applicable.

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