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Information Disclosure Agreement

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INFORMATION DISCLOSURE AGREEMENT

Parties

Disclosing Party Entity Type:
Receiving Party Entity Type:

This Information Disclosure Agreement (the Agreement) is made effective as of (the Effective Date), by and between the Disclosing Party identified above and the Receiving Party identified above.

WHEREAS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, including business plans, technical data, trade secrets, financial information and other material designated as confidential, which may be disclosed to the Receiving Party for the limited purpose set forth below; and

WHEREAS, the Receiving Party is willing to receive such information under the terms and conditions set forth in this Agreement to evaluate and engage in discussions concerning the potential business relationship and related activities;

WHEREAS, the parties desire to define their rights and obligations with respect to the handling, use and protection of Confidential Information disclosed between them.

Scope of Work / Purpose of Disclosure

Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing or by inspection, including but not limited to business strategies, financial data, forecasts, customer lists, product designs, inventions, processes, software, specifications, prototypes, and third-party confidential information that the Disclosing Party is obligated to protect.

Confidentiality Obligations

The Receiving Party shall: (a) hold Confidential Information in strict confidence and exercise at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the Purpose stated in this Agreement; (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (d) ensure that any permitted recipients under this Agreement are bound by confidentiality obligations no less protective than those set forth herein.

The Receiving Party may disclose Confidential Information only to its employees, officers, directors, agents or professional advisors who have a strict need to know for the Purpose and who are bound by confidentiality obligations consistent with this Agreement. The Receiving Party shall be responsible for breaches of this Agreement by such permitted recipients.

Use, Return and Destruction

Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly, and in any event within days, return or destroy all tangible materials containing Confidential Information and certify in writing that such actions have been completed, except that the Receiving Party may retain one archival copy as required by law or internal document retention policies, subject to the confidentiality obligations hereunder.

Payment Terms

In consideration for the disclosures and obligations set forth in this Agreement, the Receiving Party shall pay the Disclosing Party the amount of $.

If any payment is not received by the Disclosing Party when due, the Receiving Party shall pay a late fee of on the overdue amount, plus all collection costs and reasonable attorneys’ fees incurred by the Disclosing Party in enforcing its rights.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve the Receiving Party of its obligations with respect to Confidential Information disclosed prior to the effective date of termination.

Termination for cause may be effected immediately upon written notice by the non-breaching party if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

Remedies

The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information 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 other equitable remedies in addition to any other remedies available at law or in equity.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement. Except for breaches of confidentiality and willful misconduct, neither party shall be liable to the other for special, incidental, or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure or delay by either party to exercise any right under this Agreement shall not constitute a waiver of that right.

Notices

All notices required or permitted hereunder shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or commercial overnight courier to the addresses set forth above or to such other address as a party may designate by written notice.

Disclosing Party — Printed Name:

By:

Date:

Receiving Party — Printed Name:

By:

Date:

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What an Information Disclosure Agreement Covers

An Information Disclosure Agreement is a written contract that sets out what data a party may share, how it may be used, and what protections apply to that data. It typically clarifies the scope of disclosures, permitted recipients, permitted purposes, retention and destruction obligations, and any required confidentiality measures. The agreement can be mutual or one-way and often includes representations about legality of sharing, data security standards, and remedies for breach. It is used across commercial, regulatory, and healthcare contexts to reduce ambiguity about information handling.

Why Use an Information Disclosure Agreement

An Information Disclosure Agreement reduces legal risk by documenting consent, limits data-sharing to defined purposes, and establishes security and retention obligations. It helps demonstrate compliance with federal standards like ESIGN/UETA for electronic records and, in healthcare contexts, HIPAA when a BAA is required.

Why Use an Information Disclosure Agreement

Who Typically Prepares or Signs This Agreement

Organizations and individuals exchange disclosure agreements whenever sensitive or regulated information is shared between parties for business, legal, or clinical reasons.

  • Business partners and vendors that receive data for services, integration, or analytics purposes.
  • Healthcare providers, billing organizations, and business associates when PHI is involved and a BAA may be required.
  • Legal and financial professionals exchanging privileged or tax-related information under confidentiality constraints.

The parties who sign should understand their role, the permitted use of disclosed data, and any downstream obligations such as retention or notification on breach.

Core Elements to Include in a Professional Agreement

A well-drafted Information Disclosure Agreement is modular: identify parties, define disclosed information, limit permitted use, specify security controls, set retention and destruction terms, and describe remedies and applicable law.

Parties

Full legal names and entity types for each party, including DBAs and addresses to establish identity and contractual capacity; use exact company registration names to avoid ambiguity.

Scope

A precise description of the information to be disclosed, with examples and exclusions so that incidental or unrelated data is not unintentionally covered by the agreement.

Permitted Use

Clear, narrow language limiting how recipients may process or share the disclosed data; include purpose and prohibited activities to reduce misuse risk.

Security Controls

Minimum technical and administrative safeguards required of recipients, such as encryption, access controls, incident response obligations, and compliance with standards like HIPAA where applicable.

Retention & Destruction

Retention schedules, secure deletion methods, and proof-of-destruction requirements tied to legal obligations and business needs; include timelines and recordkeeping duties.

Remedies & Law

Breach notifications, indemnities, limitation of liability, and choice of governing law and venue; address injunctive relief for sensitive data exposure.

Required Data Fields Typically Captured

Party Name: Full registered name
Contact Information: Address, phone, email
Description of Data: Specific data categories
Purpose: Permitted use description
Effective Date: Start date of obligations
Signatures: Authorized signatory details

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, execute, and store a valid Information Disclosure Agreement.

  • 01
    Draft: Define parties, scope, and safeguards before sharing.
  • 02
    Review: Legal review for regulatory obligations and liability.
  • 03
    Sign: Execute with authorized signatures; include dates.
  • 04
    Store: Securely retain executed copies per retention rules.

Configuring an Online Disclosure Workflow

Set up an eSignature workflow that enforces fields, authentication, and retention automatically to reduce manual errors.

Field Configuration
Required Fields Make name, date, and signature mandatory
Authentication Use email + SMS OTP or stronger methods
Conditional Logic Show additional clauses for PHI or sensitive data
Audit Trail Capture IP, timestamp, and completion evidence

Where to Send or File the Executed Agreement

After execution, route the signed document to relevant internal stakeholders and preserve an immutable record for compliance and audits.

  • Primary Recipient: Send to the contracting party's legal or compliance team
  • Internal Records: Store in corporate contract repository or CMS
  • Regulatory Filing: File with regulators only when legally required
  • Retention Archive: Keep long-term copy in secure archival storage

Digital Signing and eSubmission Considerations

Ensure the selected platform can produce reproducible records that satisfy ESIGN and UETA criteria and any industry-specific rules such as HIPAA.

  • Authentication: Email + OTP or KBA as required
  • Audit Trail: Detailed logs, timestamps, and IP addresses
  • Format Support: PDF and DOCX preservation

Typical Timelines and Processing Expectations

Plan for internal review, execution, and retention tasks; timelines vary by industry and whether third-party approvals are required.

Internal Review Time:

Allow 3–10 business days for legal and compliance review

Execution Window:

Target signature completion within 1–5 business days

Regulatory Response:

Allow 30–90 days for filings that require agency acceptance

Retention Start:

Retention begins on the Effective Date

Destruction Notice:

Provide 30–60 days' notice when destroying records

Common Errors to Avoid

  • Leaving the scope undefined or overly broad, which can permit unintended disclosure and create enforcement difficulties.
  • Using incomplete or inconsistent party names, causing ambiguity about who has obligations and who can enforce rights.
  • Failing to align retention language with statutory duties like IRS or HIPAA retention, risking noncompliance and penalties.
  • Not capturing or preserving audit trails for electronic signatures, which undermines admissibility and attribution in disputes.

Consequences of Improper or Incomplete Agreements

Regulatory Fines: HIPAA penalties may apply; see 45 CFR §160–164
Tax Penalties: Incorrect reporting can trigger IRC §6721 fines
Contract Invalidity: Ambiguous parties or missing signatures can void the agreement
Data Breach Liability: Civil damages and notification obligations may follow
Operational Disruption: Loss of access to necessary data for business processes
Reputational Harm: Public disclosure incidents can damage trust

Real-World Examples of Use

These short cases show how organizations apply Information Disclosure Agreements in practice across different operational scenarios.

Optica Ventures LLC

A venture fund needed standardized disclosure language for LP data sharing

  • The team adopted a modular agreement template
  • This reduced legal review time and ensured consistent privacy safeguards across portfolio companies while preserving investor reporting accuracy.

Fertility Centers of Illinois

A healthcare provider required clear patient data handling terms when sharing records with labs

  • A HIPAA addendum and BAA were appended
  • The agreement clarified permitted uses, retention, and breach procedures, supporting compliance and reducing operational friction.

Comparing eSignature Vendors for Disclosure Agreements

Vendor selection affects authentication, auditability, and compliance capabilities; the table highlights common plan and feature differences.

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 trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Practical Answers

Answers to common questions about validity, signing, and compliance for Information Disclosure Agreements.


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