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Confidentiality Acknowledgement for the United Kingdom

Confidentiality Acknowledgement Template for United States

A Confidentiality Acknowledgement is a legally binding document under U.S. law that formalizes an individual's or entity's commitment to maintain the confidentiality of sensitive information they receive. Unlike a mutual non-disclosure agreement, this unilateral document focuses on the receiving party's acknowledgment and acceptance of confidentiality obligations. It typically includes specific provisions for handling confidential information, duration of obligations, and consequences of breach, while complying with federal and state trade secret laws.

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What is a Confidentiality Acknowledgement?

A Confidentiality Acknowledgement serves as a critical tool for protecting sensitive business information under U.S. federal and state laws. This document is particularly useful when an organization needs to share confidential information with employees, contractors, or business partners but requires a simpler, more straightforward approach than a full non-disclosure agreement. The acknowledgement typically covers the definition of confidential information, handling requirements, duration of obligations, and consequences of unauthorized disclosure. It's designed to create a clear record that the receiving party understands and accepts their confidentiality obligations, which can be crucial for enforcement under trade secret laws and in potential litigation.

What sections should be included in a Confidentiality Acknowledgement?

1. Parties: Identification of the party disclosing the confidential information and the party acknowledging the confidentiality obligations

2. Background: Brief context explaining why the confidentiality acknowledgement is being made

3. Definitions: Definition of confidential information and other key terms

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Term and Survival: Duration of the confidentiality obligations

6. Return of Confidential Information: Requirements for returning or destroying confidential information

7. Signature Block: Execution section with date and signatures

What sections are optional to include in a Confidentiality Acknowledgement?

1. Permitted Disclosures: Specific circumstances where disclosure is allowed, such as to professional advisors or when required by law

2. Security Measures: Specific security requirements for protecting information, particularly relevant for highly sensitive information or regulated industries

3. Remedies: Specific remedies available in case of breach, when standard legal remedies are insufficient

4. Non-Competition: Restrictions on competitive activities where confidential information could be used for competitive advantage

What schedules should be included in a Confidentiality Acknowledgement?

1. Description of Confidential Information: Detailed list or categories of confidential information covered

2. Security Protocols: Specific procedures for handling confidential information

3. Authorized Representatives: List of individuals authorized to access confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses














Industries

Trade Secrets Laws: Include Defend Trade Secrets Act (DTSA) of 2016, Uniform Trade Secrets Act (UTSA), and state-specific trade secret laws that protect confidential business information

Employment Laws: Consider National Labor Relations Act (NLRA), state-specific employment laws, and whistleblower protection laws that may impact confidentiality obligations

Privacy Laws: Address Gramm-Leach-Bliley Act (financial information), HIPAA (health information), and state-specific privacy laws like CCPA in California

Contract Law: Consider state-specific contract laws regarding enforceability, consideration requirements, and reasonable scope and duration requirements

Intellectual Property Laws: Include Copyright Act, Patent Act, and state intellectual property laws that may affect confidential information protection

Industry-Specific Regulations: Consider securities laws, FDA regulations, and other industry-specific confidentiality requirements that may apply

Constitutional Considerations: Address First Amendment rights and public policy exceptions that may impact confidentiality obligations

Definition of Confidential Information: Clear and specific definition of what constitutes confidential information under the agreement

Scope of Obligations: Detailed description of confidentiality obligations and responsibilities of the parties

Permitted Disclosures: Specify circumstances under which confidential information may be legally disclosed

Duration of Obligations: Clearly stated timeframe for how long confidentiality obligations remain in effect

Return/Destruction of Information: Requirements for handling confidential information upon termination or expiration of the agreement

Remedies for Breach: Specific consequences and available remedies in case of confidentiality breach

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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