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Long Term Confidentiality Agreement

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LONG TERM CONFIDENTIALITY AGREEMENT

This Long Term Confidentiality Agreement ("Agreement") is entered into as of , (the "Effective Date"), by and between Disclosing Party: , an entity with entity type Individual Corporation LLC Other, principal place of business at ; and Receiving Party: , an entity with entity type Individual Corporation LLC Other, principal place of business at .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential, proprietary and trade secret information relating to its business, products, services, technology, financials and strategic plans that it seeks to protect; and

WHEREAS, the Receiving Party desires to receive such information for the purpose of evaluating and/or pursuing a business relationship or transaction with the Disclosing Party, and the Disclosing Party is willing to disclose such information subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that the protections provided by this Agreement endure for an extended period in recognition of the long-term nature of the disclosed information and the parties' ongoing relationship.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether disclosed in writing, orally, visually, electronically or by inspection of tangible objects, including without limitation technical data, know-how, formulas, designs, trade secrets, software, source code, business plans, strategies, forecasts, customer lists, pricing, financial information, and any analyses, compilations, studies or other materials prepared by the Receiving Party which contain or otherwise reflect such information.

2. EXCLUSIONS

2.1 Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of a confidentiality obligation; or (d) is independently developed by employees or agents of the Receiving Party who did not have access to the Disclosing Party's Confidential Information.

3. OBLIGATIONS OF RECEIVING PARTY

3.1 The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the Purpose defined below.

3.2 Purpose:

4. PERMITTED DISCLOSURES

4.1 The Receiving Party may disclose Confidential Information only to those of its officers, directors, employees, consultants, legal counsel and financial advisors (collectively, "Representatives") who have a strict need to know for the Purpose, provided that such Representatives are bound by obligations of confidentiality no less protective than those set forth herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

4.2 The Receiving Party may disclose Confidential Information to Affiliates or in connection with merger, acquisition or financing activities only if: Affiliate disclosure is permitted Conditional upon execution of a binding confidentiality obligation by the recipient

5. COMPULSORY DISCLOSURE

5.1 If the Receiving Party is required by law, regulation or valid order of a court or governmental authority to disclose Confidential Information, the Receiving Party shall, to the extent permitted, promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that it is advised by counsel is legally compelled to disclose.

6. TERM AND SURVIVAL

6.1 This Agreement shall commence on the Effective Date and shall continue in effect for years, unless earlier terminated by mutual written agreement of the parties.

6.2 Notwithstanding the expiration or termination of this Agreement, the Receiving Party's obligations with respect to Confidential Information shall survive for the longer of (a) the period of confidentiality applicable to trade secrets under applicable law (i.e., indefinite), or (b) years from the date of disclosure.

7. RETURN OR DESTRUCTION

7.1 Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return all tangible materials containing Confidential Information and shall, at the Disclosing Party's election, certify in writing the destruction of all copies, summaries and derivations thereof; provided that the Receiving Party may retain one archival copy solely for record-keeping and litigation-hold purposes, subject to the confidentiality obligations of this Agreement.

8. NO LICENSE

8.1 Nothing in this Agreement grants the Receiving Party any right, title, license or interest in or to the Disclosing Party's Confidential Information except as expressly set forth herein. No implied licenses are granted under any patents, copyrights, trade secrets or other intellectual property rights.

9. REMEDIES

9.1 The Receiving Party acknowledges that monetary damages may be inadequate to protect the Disclosing Party against unauthorized disclosure or misappropriation of Confidential Information and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief, without the requirement of posting bond, in addition to any other remedies available at law or in equity.

10. DISCLAIMERS; LIMITATION OF LIABILITY

10.1 The Disclosing Party makes no warranty, express or implied, as to the accuracy or completeness of the Confidential Information. EXCEPT FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF AND CLAIMS ARISING FROM WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

11. NOTICES

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. The waiver by either party of any breach or default shall not constitute a waiver of any subsequent breach.

13. COUNTERPARTS

13.1 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 by electronic means shall be deemed originals for all purposes.

14. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

14.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent to the greatest extent permitted by law.

14.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and understandings.

14.3 Governing Law: The parties agree that the laws of shall govern this Agreement without regard to conflict of law principles.

15. MISCELLANEOUS

15.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the obligations hereunder.

15.2 Remedies Cumulative: The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

Disclosing Party (Printed Name):

Receiving Party (Printed Name):

By (Signature):

By (Signature):

Date:

Date:

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What a Long Term Confidentiality Agreement Is

A Long Term Confidentiality Agreement is a bilateral contract that defines confidential information, limits disclosure, and sets obligations for preservation and permitted use over an extended period. It identifies the disclosing and receiving parties, describes the categories of protected information, and establishes duration, permitted disclosures, and remedies for breach. These agreements are commonly used where trade secrets, proprietary processes, or sensitive commercial data must remain protected beyond short-term engagements. Properly drafted, a long term confidentiality agreement clarifies rights, reduces litigation risk, and supports enforceability in U.S. courts under applicable state and federal contract law.

Why a Long Term Confidentiality Agreement Matters

A long term confidentiality agreement preserves business value by protecting trade secrets and proprietary information, clarifies permitted uses and disclosures, and helps support injunctive relief and damages if confidentiality is breached. It also documents expectations for data handling, retention, and return or destruction at the agreement’s end.

Why a Long Term Confidentiality Agreement Matters

Who Typically Signs Long Term Confidentiality Agreements

Selecting the right signatories and defining roles up front reduces ambiguity and strengthens enforceability across industry and regulatory contexts.

  • Corporate counterparties and outside counsel handling sensitive negotiations or proprietary data.
  • Healthcare and life‑science organizations sharing PHI or research under HIPAA constraints.
  • Vendors, contractors, and partners working on multi‑year projects containing trade secrets.

Essential Elements to Include in a Long Term Confidentiality Agreement

A professional long term confidentiality agreement should be clear on scope, exclusions, duration, permitted disclosures, security obligations, and remedies for breach to ensure practical enforceability.

Parties

Identify full legal names and business entities for each party and include contact information and signer authority to avoid name mismatches in enforcement.

Definition

Define Confidential Information precisely, list categories and examples, and exclude common public or independently developed information to reduce disputes.

Term

Specify the agreement’s duration and any survival clauses for confidentiality obligations after termination or completion of the business relationship.

Permitted Use

State explicitly how the recipient may use the confidential information and which personnel or affiliates may access it under the same obligations.

Security

Set baseline security measures (access controls, encryption, breach notification) and reference any industry standards required for protected categories like PHI.

Remedies

Include injunctive relief, indemnities, limitation of liability where appropriate, and dispute resolution procedures, including governing law and venue.

Step-by-Step: How to Complete and Execute the Agreement

Follow these sequential steps to prepare, review, and finalize a long term confidentiality agreement to ensure completeness and legal clarity.

  • 01
    Draft scope: Define protected information and exclusions clearly.
  • 02
    Assign signatories: Confirm authorized signers and corporate authority.
  • 03
    Review security: Specify safeguards and breach notification procedures.
  • 04
    Execute and retain: Sign, date, and store original and executed copies securely.

How to Set Up an Online Signing Workflow

Configure a digital workflow to route the agreement for review, signature, and secure storage while preserving evidence of intent and consent.

Field Configuration
Signer Order Sequential or parallel routing as required by parties.
Authentication Email links, SMS codes, or advanced verification for high risk.
Audit Trail Capture timestamps, IPs, and signer actions for admissibility.
Storage Save final PDF with certificate and access controls.

Where to Send or File the Executed Agreement

After execution, route copies to relevant teams and store originals according to compliance rules and internal records retention policies.

  • Legal Department: Store master copy and track revisions for legal compliance.
  • Contract Owner: Provide an accessible copy for operational teams.
  • IT or Security: Record storage location and encryption keys.
  • External Parties: Deliver executed copies to counterparty and counsel.

Digital Delivery and Signing Considerations

Ensure the chosen system preserves a tamper-evident signed copy with an audit trail and meets any regulator or industry-specific retention requirements before relying solely on electronic execution.

  • File Formats: PDF and DOCX supported
  • Authentication: Email, SMS, or advanced
  • Integrations: CRM and cloud storage

Key Timing and Deadlines to Track

Track execution dates, term expirations, and notice windows carefully; missing a deadline can affect termination rights or the availability of equitable remedies.

Effective Date:

Starts obligations; use MM/DD/YYYY format.

Term Expiration:

Date when confidentiality duties end unless survival applies.

Notice Periods:

Specify days required for termination or permitted disclosures.

Review Intervals:

Periodic security reviews or audits, if required.

Record Retention:

Follow applicable retention schedule after termination.

Milestones for Agreement Lifecycle

A clear milestone sequence helps coordinate obligations, renewals, and end‑of‑term actions across stakeholders.

01

Draft Completion

Finalize wording and internal approvals before sending.

02

Execution

Parties sign and date; preserve the signed copy.

03

Security Implementation

Apply required access controls and encryption.

04

Post-Term Actions

Return or destroy information per agreement terms.

Common Preparation and Drafting Mistakes to Avoid

  • Vague definitions of 'Confidential Information' that allow broad interpretation and lead to disputes over what is protected.
  • Failing to identify authorized recipients or permitted uses, which may permit uncontrolled internal sharing and increase leakage risk.
  • Omitting survival clauses or clear termination treatment for confidential materials, creating uncertainty about post‑contract obligations.
  • Relying on oral assurances or informal emails instead of a signed, dated agreement with clear remedy provisions.

Risks and Potential Consequences of a Flawed Agreement

Breach Liability: Monetary damages and equitable relief
Loss of Trade Secrets: Irreversible harm to competitive advantage
Regulatory Exposure: HIPAA or other compliance fines
Contract Invalidity: Ambiguities can void enforcement
Operational Disruption: Supply or vendor interruptions
Reputational Harm: Client trust degradation

Required Information and Standard Fields

Disclosing Party: Full legal name
Receiving Party: Full legal name
Confidential Information: Categorized description
Term: Defined duration or survival
Permitted Use: Allowed purposes only
Remedies: Injunctive and damages

Real-World Uses of Long Term Confidentiality Agreements

These brief examples show how long term confidentiality agreements support recurring information exchanges across different scenarios.

Venture Financing

Startups share detailed product roadmaps with potential investors under long term confidentiality terms to protect IP during due diligence.

  • Investors receive data for valuation only.
  • The agreement preserved trade secrets through multiple funding rounds and provided injunctive relief when a breach threatened competitive advantage, reducing litigation time and clarifying remedies.

Clinical Collaboration

A biotech firm and university exchange research data under a long term confidentiality pact to enable multi-year trials.

  • Data shared only with approved researchers.
  • Including HIPAA addenda and defined data handling protocols ensured protected health information was managed correctly, enabling regulatory submissions while maintaining patient privacy.

eSignature Vendor Pricing and Compliance Snapshot

Compare starting prices and key capabilities for commonly used eSignature vendors; signNow appears first to reflect its pricing and compliance posture.

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 trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Plan-dependent
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes (BAA) Yes (BAA) No No

Frequently Asked Questions and Practical Answers

Answers to common questions about enforceability, electronic execution, notarization, revocation, and secure storage for long term confidentiality agreements.


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