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Team Disclosure Agreement

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TEAM DISCLOSURE AGREEMENT

This Team Disclosure Agreement ("Agreement") is entered into by and between the parties identified below for the purpose of defining the obligations relating to confidential information, work product and collaboration on the team initiative described herein.

Disclosing Party:      Receiving Party:

Project / Team Name:

Effective Date:

WHEREAS

WHEREAS, the Disclosing Party possesses confidential technical, business and strategic information and materials related to the Project / Team Name referenced above (collectively, "Confidential Information"); and

WHEREAS, the Receiving Party will participate as a member of the team and will require access to Confidential Information to perform its role and responsibilities; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to disclosure, use, protection, and return of Confidential Information.

SCOPE OF WORK

PAYMENT TERMS

Late Fee:    Payment Due Days:

All fees are payable in lawful currency and are exclusive of taxes unless otherwise stated. Late payments shall accrue the agreed late fee from the due date until paid. Acceptance of late payment does not waive any default or right to terminate.

TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, electronic or tangible, including business plans, technical data, designs, drawings, prototypes, source code, financial information, customer lists, and other proprietary information.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) limit disclosure to team members with a need to know and who are bound by obligations of confidentiality at least as protective as those herein, (c) use Confidential Information solely to perform the Scope of Work, and (d) implement reasonable security measures to prevent unauthorized disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Return and Destruction: Upon termination or upon written request, the Receiving Party shall promptly return or destroy all materials and copies containing Confidential Information and certify in writing the completion of such return or destruction, except for one archival copy retained for legal or compliance purposes.

Remedies: The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be inadequate and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY AND USE

Ownership: All Confidential Information and any intellectual property rights therein remain the exclusive property of the Disclosing Party. No license, express or implied, under any patent, copyright, trademark or trade secret is granted by disclosure under this Agreement except as expressly set forth in writing.

GOVERNING LAW

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

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

REPRESENTATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement is enforceable against it in accordance with its terms.

Disclosing Party - Printed Name:

By:

Date:

Receiving Party - Printed Name:

By:

Date:

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What the Team Disclosure Agreement Is and when it's used

A Team Disclosure Agreement documents sensitive or proprietary information shared within or between project teams. It defines the scope of information exchanged, confidentiality obligations, permitted uses, duration of restrictions, and remedies for breach. Organizations use this agreement to manage internal sharing across departments, onboard contractors, or coordinate cross-functional initiatives where trade secrets, product roadmaps, or client data are involved. The form can be adapted to require signatures from team leads, project managers, or external collaborators and may include attachments such as data inventories or access matrices.

Why a Team Disclosure Agreement matters for legal clarity

A Team Disclosure Agreement creates clear, written expectations about confidential information, reducing disputes and protecting business value. Electronic execution is enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and most state UETA statutes; specify governing law to reduce ambiguity.

Why a Team Disclosure Agreement matters for legal clarity

Who typically completes a Team Disclosure Agreement

This agreement is used by internal teams and external collaborators who exchange confidential or proprietary information during a project.

  • Project managers coordinating cross-functional work and approving access to sensitive deliverables.
  • HR or People Ops when sharing candidate or employee-related confidential records with hiring teams.
  • Vendors, contractors, and consultants who require temporary access to proprietary systems or datasets.

Signatories should be individuals with authority to bind their group or department; include role and contact details to clarify responsibility.

Core sections to include in a professional Team Disclosure Agreement

A complete agreement lists parties, defines confidential information, limits permitted use, sets retention and return rules, assigns responsibilities, and establishes remedies for breach. Tailor each section to the sensitivity of the shared material.

Parties

Identify the legal entities and specific teams or roles bound by the agreement; include full legal names and business addresses to avoid ambiguity.

Definition

Provide a precise, non-exhaustive definition of confidential information, examples, and explicit exclusions such as publicly available data or independently developed materials.

Permitted Use

Describe exactly how recipients may use the confidential information, limiting access to named individuals and stating prohibited activities like disclosure to third parties.

Duration

State the effective date and how long confidentiality obligations survive termination; include conditions that trigger earlier expiry or longer retention.

Security Measures

List required administrative, technical, and physical safeguards for handling the information, including encryption, access controls, and logging requirements.

Remedies

Set out injunctive relief, indemnities, and limitations on damages; include dispute resolution and governing law clauses for enforceability.

Essential data elements to collect on the form

Full Legal Name: Party legal name
Role or Title: Signer job title
Business Address: Street, city, state
Email Address: Contact email
Effective Date: MM/DD/YYYY
Signature Block: Signed and dated

Step-by-step: completing a Team Disclosure Agreement

Follow these ordered steps to ensure the agreement is complete, signed, and enforceable.

  • 01
    Prepare: Assemble parties, define confidential data, and attach exhibits.
  • 02
    Review: Confirm permitted uses, duration, and security obligations with stakeholders.
  • 03
    Sign: Execute signatures and dates; include role and contact information.
  • 04
    Distribute: Share signed copies with bound parties and store securely.

Online configuration for completing and routing the agreement

Set up a digital workflow to collect signatures, attach exhibits, and automate notifications for each signer.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email link, SMS code, or two-factor
Attachments Append exhibits and data inventories
Notifications Automated reminders and completion notices

Digital signing and technical requirements

Choose a signing platform that supports secure eSignatures, audit trails, and required integrations for your workflow.

  • File types: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: TLS and AES encryption

Ensure the selected vendor provides audit logs and retention features compatible with your compliance needs and that any required BAA or 21 CFR Part 11 add-ons are in place.

Where to send and how to file the completed agreement

After execution, distribute signed copies to all parties, store in a secure document repository, and register access rights in your IAM system.

  • Recipient copy: Email signed PDF to each party
  • Central archive: Upload to secure document storage
  • Access control: Record permissions in IAM
  • Audit record: Preserve certificate of completion

Typical timelines and processing expectations

Set clear internal deadlines for review, signature, and secure storage to avoid access delays or compliance gaps.

Internal review window:

3–5 business days for legal and security review

Signature request expiry:

30 days is a common default for eSign invites

Expected signer turnaround:

24–72 hours for internal teams, longer for external vendors

Record upload:

Within 2 business days after final signature

Retention start:

Effective date triggers retention clock

Common mistakes that slow or invalidate completion

  • Using informal or role-only names instead of full legal entity names, which can create ambiguity about who is bound.
  • Leaving the effective date blank or using different dates in multiple places, causing disputes over the agreement's start.
  • Failing to restrict permitted use explicitly, creating broad obligations that hinder normal team activities.
  • Not capturing signer role or authority, potentially making the signature unenforceable against the organization.

Consequences of incomplete or incorrect Team Disclosure Agreements

Enforceability Risk: Agreement may be void
Data Exposure: Unauthorized disclosure risk
Regulatory Fines: HIPAA or sector fines
Contractual Liability: Indemnity obligations apply
Operational Delay: Access restrictions stall projects
Reputational Harm: Loss of client trust

eSignature vendor comparison for executing a Team Disclosure Agreement

Basic plan pricing and feature availability vary; signNow's column is listed first for direct comparison against common alternatives.

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 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
Envelope Cap No cap 100 env/user/yr Varies by plan Varies by plan Varies by plan

Frequently asked questions about the Team Disclosure Agreement

Answers address common execution, enforceability, and storage questions to help avoid delays or legal exposure.


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