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International Disclosure Agreement

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INTERNATIONAL DISCLOSURE AGREEMENT

This International Disclosure Agreement (the Agreement) is entered into as of (Effective Date) by and between Disclosing Party: , with its principal address at , and Receiving Party: , with its principal address at .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential, proprietary and commercially valuable information, including technical, business, financial and strategic information, which may be disclosed to the Receiving Party in tangible, oral, electronic or other forms (collectively, Confidential Information); and

WHEREAS, the Receiving Party desires to receive Confidential Information for the purpose of evaluating and engaging in discussions concerning a potential international business relationship and related transactions (Purpose); and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to Confidential Information and to ensure compliance with applicable export, privacy and cross-border data transfer laws.

NOW, THEREFORE

In consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether disclosed in writing, orally, visually or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, product designs, business plans, customer lists, pricing, financial information, and any personal data subject to data protection laws.

1.2 "Representatives" means a party's directors, officers, employees, consultants, legal advisors and other agents who have a strict need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

2. SCOPE OF DISCLOSURE

The Disclosing Party may disclose Confidential Information to the Receiving Party for the Purpose. The Receiving Party acknowledges that the Confidential Information may originate outside the jurisdiction of its principal place of business and agrees to comply with the terms of this Agreement regardless of the place of disclosure.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: (a) was publicly known at the time of disclosure or becomes publicly known other than through a breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction prior to disclosure as evidenced by written records; (c) is disclosed to the Receiving Party by a third party having the right to disclose such information; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as documented contemporaneously.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose; (c) not disclose Confidential Information to any third party except to Representatives who need such access for the Purpose and who are subject to confidentiality obligations at least as protective as those contained herein; and (d) be responsible for any breach of this Agreement by its Representatives.

5. PERMITTED DISCLOSURES

Notwithstanding Section 4, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation or a valid order of a court or governmental authority, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates to obtain a protective order or other reliable assurance of confidential treatment.

6. EXPORT, DATA PROTECTION AND CROSS-BORDER TRANSFERS

6.1 The Receiving Party acknowledges that Confidential Information may be subject to export control, sanctions or other governmental restrictions and agrees not to export, re-export, transfer or disclose such information in violation of applicable laws. The Receiving Party shall obtain all required licenses or authorizations prior to any transfer that may be subject to such controls.

6.2 If Confidential Information includes personal data, the parties shall comply with applicable data protection and privacy laws governing cross-border transfers. The Receiving Party shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss, destruction or damage.

Permitted transfer jurisdictions (if any):

7. TERM; RETURN OR DESTRUCTION

This Agreement shall commence on the Effective Date and continue for unless earlier terminated by either party upon thirty (30) days' prior written notice. The obligations with respect to Confidential Information disclosed during the Term shall survive for a period of following the termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Upon termination or 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, upon request, certify in writing that such materials have been returned or destroyed.

8. 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, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance without the requirement of posting bond.

9. REPRESENTATIONS AND WARRANTIES

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

10. NOTICES

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of that right.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction, provided the assignee assumes all obligations hereunder.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located in the chosen jurisdiction for disputes arising out of or relating to this Agreement, to the extent permitted by applicable law.

15. COUNTERPARTS

This Agreement 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. Signatures transmitted electronically or by facsimile shall be binding.

16. MISCELLANEOUS

The parties acknowledge that monetary damages may be inadequate to compensate for actual or threatened breaches of this Agreement and agree that each party shall be entitled to seek equitable relief in addition to any other remedies. The headings in this Agreement are for convenience only and shall not affect interpretation.

ENTITY TYPES (OPTIONAL)

Disclosing Party entity type:

Receiving Party entity type:

ADDITIONAL PROVISIONS / SPECIAL TERMS

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

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What the International Disclosure Agreement Is

An International Disclosure Agreement is a written contract used when parties in different countries exchange confidential information, commit to disclosure limits, and set terms for cross-border handling of sensitive materials. It defines permitted uses, confidentiality periods, data transfer restrictions, compliance obligations, and remedies for unauthorized disclosure. The agreement often addresses jurisdiction, governing law, export controls, and required notices to regulators or affected third parties. Drafting should reflect both U.S. legal standards and the foreign jurisdictions involved to ensure enforceability and operational clarity.

Why this Agreement Matters for Cross‑Border Transactions

Using a clear International Disclosure Agreement reduces legal uncertainty, protects trade secrets and regulated data, and documents consent for electronic exchange. It aids compliance with U.S. frameworks like ESIGN (15 U.S.C. ch. 96) and, where applicable, UETA or state ESRA rules while defining obligations for international data transfers.

Why this Agreement Matters for Cross‑Border Transactions

Who Typically Completes an International Disclosure Agreement

Organizations and practitioners who exchange confidential information across borders use this agreement to set expectations and allocate risk.

  • Export compliance teams and counsel coordinating controlled technical data transfers for cross‑border projects.
  • Corporate development and M&A professionals sharing diligence materials with foreign counterparties under time‑limited access.
  • Universities and research administrators managing international collaborations that involve proprietary or regulated information.

Choosing the correct signatory and review process reduces execution delays and post‑execution disputes.

Representative Signers and Their Roles

Export Compliance Officer

Responsible for assessing export control applicability, obtaining any required licenses, and certifying that disclosed technical data complies with U.S. export laws and company policy.

In‑House Counsel

Reviews confidentiality scope, tailors governing law and dispute resolution clauses, and confirms the document aligns with corporate policies and third‑party obligations.

Core Elements to Include in a Professional Agreement

A robust International Disclosure Agreement balances operational needs with legal protections; the following components are commonly required to make the document usable and enforceable across jurisdictions.

Parties

Clear identification of each party, including legal entity names, jurisdiction of incorporation, and a designated contact for notices and compliance questions.

Definition of Confidential Information

Precisely define what is confidential, list exclusions (public domain, independently developed), and include formats (electronic, oral, written) to reduce disputes.

Permitted Use

Limit uses to a defined project or purpose and state whether recipients may copy, analyze, or transfer information to affiliates or contractors.

Data Transfer Controls

Address cross‑border transfer restrictions, encryption requirements, and obligations to comply with export controls and data protection laws.

Retention and Return

Specify retention periods, procedures for return or destruction of materials, and certifying destruction to support compliance and audits.

Remedies and Governing Law

State injunctive relief rights, limitation of damages if any, and the governing law and forum for disputes to clarify enforcement expectations.

Step‑by‑Step: Completing an International Disclosure Agreement

Follow these steps in order to reduce errors and ensure the agreement meets legal and operational needs.

  • 01
    Prepare Background: Assemble related documents, identify controlled items, and confirm business purpose.
  • 02
    Populate Parties: Enter full legal names, addresses, and designated points of contact.
  • 03
    Define Scope: Specify confidential categories, permitted uses, and any exclusions.
  • 04
    Execute and Record: Obtain authorized signatures, notarize if required, and save signed copies.

Typical Submission and Approval Flow

A consistent routing workflow helps ensure reviewers, compliance teams, and signers see the correct version and sign in order.

  • Draft: Originator drafts terms and marks required fields.
  • Internal Review: Legal and export teams review and approve changes.
  • External Delivery: Send to counterparty for review and acceptance.
  • Execution: Authorized signers sign and parties exchange final copies.

Configuring an Online Signing Workflow

Standardize settings for consistent eSubmission, authentication, and document tracking.

Field Configuration
Signer Authentication Email link or SMS code; consider KBA for high risk
Conditional Fields Show fields only when specific options are selected
Templates Use a vetted template to ensure consistent wording
Audit Trail Capture timestamps, IP, and signer actions

Digital Signing and Submission Requirements

Confirm platform capabilities and file formats before sending documents for electronic signature.

  • File Formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, or KBA

Security and Compliance Features to Note

In Transit: TLS 1.2/1.3 encryption
At Rest: AES‑256 encryption
Regulatory Certifications: SOC 2 Type II
Healthcare: HIPAA compliant (BAA required)
FDA Records: 21 CFR Part 11 compatible
Global Privacy: GDPR and CCPA compliance

Key Risks and Potential Penalties

Information Return Penalties: See IRC §6721; per‑form fines apply
I‑9 Paperwork Violations: Civil fines range $281–$2,789
HIPAA Violations: Civil and criminal penalties possible
Export Control Breach: Criminal fines and license denial
Contractual Damages: Liquidated or actual damages claims
Enforceability Risk: Conflicts with foreign law may limit remedies

Common Preparation Mistakes to Avoid

  • Failing to identify export‑controlled technical data, which can expose parties to licensing violations and unexpected regulatory notices.
  • Using vague definitions of confidential information that allow recipients to argue information is excluded or permitted for broad uses.
  • Not matching the signatory's legal name to formation documents, creating ambiguity over who is bound and complicating enforcement.
  • Overlooking data transfer or encryption requirements when sending files internationally, increasing the risk of unauthorized access or breach.

eSignature Vendor Comparison for Executing the Agreement

Common vendor criteria for executing International Disclosure Agreements are shown below; signNow is listed first for direct comparison.

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 No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes

Common Timing Considerations

Track key dates for effective obligations, responses, and any filings associated with disclosed material.

Effective Date:

Date signed governs when obligations begin

Response Window:

Specify days for counterparty to accept or object

Notarization Timing:

Schedule notarization close to execution date

Export License Time:

Account for government review timelines if licenses are required

Record Retention Start:

Retention begins on effective date unless otherwise stated

Real‑World Scenarios Where This Agreement Is Used

Two concise examples illustrate how different organizations apply an International Disclosure Agreement in practice.

Multinational M&A Diligence

A U.S. acquirer shares technical and financial diligence with a foreign target under a time‑limited access regime to protect trade secrets and comply with export rules.

  • Review access logs and restrict redisclosure to advisors only.
  • The agreement required export‑control declarations, an explicit permitted use clause, and a destruction certification at deal close to satisfy legal and compliance teams across jurisdictions.

Academic Research Collaboration

A university and overseas partner exchange proprietary research and PHI under a collaborative project with funding contingencies and publication rights clearly defined.

  • Include HIPAA and publication carve‑outs where applicable.
  • The final signed agreement specified authorization for limited data transfers, researcher access controls, and a joint retention schedule aligned with grant and institutional policies.

Frequently Asked Questions and Practical Answers

Answers to common questions about signing, enforceability, notarization, and correcting executed International Disclosure Agreements.


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