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Disclosure Agreement
I need a disclosure agreement to ensure confidentiality of proprietary information shared with a potential business partner during preliminary discussions. The agreement should cover a duration of 2 years, include non-disclosure obligations, and specify penalties for any breaches.
What is a Disclosure Agreement?
A Disclosure Agreement lets businesses and individuals share sensitive information while keeping it protected by law. These contracts, common in Australian commercial dealings, spell out exactly what confidential details can be shared and how they must be handled by everyone involved.
Unlike standard NDAs, Disclosure Agreements work both ways - they protect both the company sharing information and the party receiving it. They're especially vital in Australian mergers, joint ventures, and employee arrangements where trade secrets, client data, or intellectual property need safeguarding. Breaking these agreements can lead to serious legal consequences under Australian contract law.
When should you use a Disclosure Agreement?
Use a Disclosure Agreement before sharing sensitive business information with potential partners, investors, or employees in Australia. This becomes essential when discussing trade secrets, upcoming products, financial data, or client information during negotiations, due diligence, or employment onboarding.
The timing matters most when entering joint ventures, planning mergers, hiring key personnel, or consulting with external experts. Australian businesses need these agreements in place before any confidential discussions begin - waiting until after information is shared leaves you legally exposed. This protection proves particularly valuable for tech companies, professional services firms, and businesses with valuable intellectual property.
What are the different types of Disclosure Agreement?
- Non Disclosure Agreement Form: Basic template suitable for most business situations, offering standard confidentiality protection
- Non Disclosure Form For Employees: Specifically designed for protecting company secrets during employment relationships
- Non Disclosure Non Circumvention Agreement: Adds protection against business partners bypassing each other in deals
- Non Disclosure Agreement For App Development: Tailored for tech projects, protecting source code and development details
- Standard Confidentiality Agreement: Comprehensive version with detailed confidentiality terms and enforcement provisions
Who should typically use a Disclosure Agreement?
- Business Owners & Executives: Initiate and oversee Disclosure Agreements to protect company assets and trade secrets during negotiations or partnerships
- Employees & Contractors: Sign these agreements when starting work or accessing sensitive information, often as part of their employment terms
- Legal Teams: Draft, review, and customize agreements to ensure compliance with Australian law and enforce breaches
- Investors & Venture Capitalists: Required to sign before receiving detailed financial or strategic information during due diligence
- Industry Partners: Enter into mutual agreements when collaborating on projects or sharing proprietary information
How do you write a Disclosure Agreement?
- Define Scope: List all confidential information to be protected, including trade secrets, client data, and intellectual property
- Identify Parties: Gather full legal names and contact details of all organizations and individuals involved
- Set Time Limits: Decide how long the confidentiality obligations will last after sharing information
- Specify Usage Rights: Outline exactly how the receiving party can use and store the confidential information
- Choose Template: Select an appropriate template from our platform that matches your needs and ensures Australian legal compliance
- Review Details: Double-check all names, dates, and specific terms before finalizing the agreement
What should be included in a Disclosure Agreement?
- Party Details: Full legal names, addresses, and ABNs of all parties involved, including authorized signatories
- Definition Section: Clear explanation of what constitutes confidential information under Australian law
- Scope Clause: Specific description of permitted uses and restrictions on the confidential information
- Duration Terms: Clear timeframe for confidentiality obligations and any survival provisions
- Security Measures: Required steps for protecting and storing confidential data under Privacy Act requirements
- Breach Remedies: Consequences and enforcement mechanisms for unauthorized disclosure
- Jurisdiction Clause: Confirmation that Australian law governs the agreement
What's the difference between a Disclosure Agreement and a Non-Disclosure Agreement?
A Disclosure Agreement and a Non-Disclosure Agreement serve similar purposes but have key differences in their scope and application under Australian law. While both protect confidential information, understanding their distinct features helps choose the right tool for your situation.
- Scope of Protection: Disclosure Agreements typically outline specific permitted disclosures and their conditions, while NDAs focus primarily on preventing unauthorized sharing
- Information Flow: Disclosure Agreements often manage two-way information sharing with detailed protocols, whereas NDAs usually protect one party's confidential information
- Usage Rights: Disclosure Agreements include explicit terms about how shared information can be used, stored, and accessed, going beyond the simple confidentiality focus of NDAs
- Regulatory Compliance: Disclosure Agreements often incorporate specific Australian Privacy Principle requirements and data handling obligations, making them more comprehensive for regulated industries
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