Employment

Confidentiality Agreement Format & Template

Confidentiality Agreement is a guided template for recording relevant details and terms in writing. Review the document-specific execution and legal requirements before relying on a final PDF.

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About this Confidentiality Agreement

A confidentiality agreement records an obligation on one or both parties to keep specified information secret and use it only for an agreed purpose. In the Indian workplace context, it is commonly signed by employees, contractors, interns, or advisors who will have access to sensitive company information — business plans, client lists, pricing, source code, or internal processes — as a condition of the engagement, distinct from a mutual, transaction-specific NDA exchanged between two businesses.

Unlike a broader non-disclosure agreement that may be negotiated between two companies for a specific deal, a confidentiality agreement in the HR context is usually a standard, one-way (or asymmetric) obligation imposed on the individual receiving access to company information, as part of onboarding or engagement. It typically defines what counts as confidential information, carves out reasonable exceptions (information already public, independently developed, or required to be disclosed by law), and states how long the obligation lasts, including after the engagement ends.

For employers, having every employee and contractor sign this agreement at the start of the relationship creates a clear, enforceable basis for protecting business information and pursuing a remedy if it is misused or leaked. It also signals to staff that confidentiality is taken seriously and sets expectations about what can and cannot be shared outside the organisation.

The document should be specific enough to be enforceable — vague or overly broad confidentiality clauses can be harder to rely on — while still covering the practical categories of information the business actually wants to protect, such as client data, financial information, product plans, and proprietary processes.

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1. Answer the guided questions.
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Format: PDF
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Advantages of using this confidentiality agreement

Creates a clear, signed obligation of confidentiality for employees, contractors, and interns
Protects business information such as client lists, pricing, source code, and internal processes
Provides a documented basis for action if confidential information is misused
Can be standardised and used consistently across all new hires and contractors
Sets clear expectations about what information must not be shared outside the organisation

What this document covers

Identify the parties — the company and the employee, contractor, or intern receiving access to information
Define confidential information clearly, with practical examples relevant to the business
State the permitted purpose for which the information may be used
List reasonable exceptions — information already public, independently known, or required to be disclosed by law
State how long the confidentiality obligation lasts, including after the engagement ends
Add consequences for breach and, where relevant, coordinate this document with the employment agreement or contractor agreement
Have the individual sign at the start of the engagement, before sensitive information is shared

Applicable laws

A confidentiality agreement is governed by the Indian Contract Act, 1872, and its restraint-of-trade-adjacent terms should be drafted carefully in light of Section 27, which limits post-employment restrictions on trade — a confidentiality obligation itself (as opposed to a non-compete) is generally enforceable, since it protects information rather than restraining the individual's ability to work. Depending on the information involved, the Copyright Act, 1957 (for proprietary written or technical material) and, in some cases, trade secret principles recognised under contract and tort law may also be relevant. This agreement does not typically require registration and is usually stamped, if at all, under the applicable state stamp law for general agreements — many businesses execute it as a simple signed document alongside the offer letter or contractor agreement rather than as a separately stamped instrument.

This document works best alongside — not instead of — a confidentiality clause in the underlying employment or contractor agreement, so both documents point to the same defined obligations.

Frequently asked questions

What is a Confidentiality Agreement used for?

What does a Confidentiality Agreement typically cover?

A Confidentiality Agreement typically covers Identify the parties — the company and the employee, contractor, or intern receiving access to information, Define confidential information clearly, with practical examples relevant to the business, State the permitted purpose for which the information may be used, List reasonable exceptions — information already public, independently known, or required to be disclosed by law, State how long the confidentiality obligation lasts, including after the engagement ends, Add consequences for breach and, where relevant, coordinate this document with the employment agreement or contractor agreement, and Have the individual sign at the start of the engagement, before sensitive information is shared.

What formalities apply to a Confidentiality Agreement?

How long does a Confidentiality Agreement take to complete?

The guided draft is estimated to take Time varies. Allow additional time to review the completed document and confirm any execution formalities.