Confidential

1.
As the printer, we will, to the best of our abilities, contain and keep
the submitted job and all its part (text, photos) confidential. We will
oversee the handling of the job to minimize the possibility of any part
of it being leaked or reproduced without authorization That we will
return the file to customer and destroy or delete all copies from our
office/ production premises both physical and digital.
2. But having done the due diligence on our part we won't also
necessarily be held civilly or criminally liable. (but we want to
obfuscate this ) * we intend to really take extra care and precaution of
the material getting out or being reproduced without proper
authorization from management, but we also don't want to be held
liable should an errant employee take a snapshot or "spoilage" copy
out and share it.
3. We also do this by limiting the number of staff who can see the file
and the prints/ and we will destroy and erase both hard and soft copy
from our premises after the job is accepted by the customer and the
file is turned over to the customer
But overall, the tone should be like a legal document to assure the
customer that we will go to extra length to keep their material
confidential.
Sample Confidentiality Agreement Template:

[Company Name]
THIS AGREEMENT dated __________________, 20___, by and

between [Company Name], a [your state] Corporation ("[Company
Name]") and ____________(“Recipient”).
WHEREAS, [Company Name] and Recipient, for their mutual benefit

and pursuant to a working relationship which has been or may be
established, anticipate that [Company Name] may disclose or deliver to
a working relationship which has been or may be established, anticipate
that [Company Name] may disclose or deliver to Recipient documents,
components, parts, information, drawings, data, sketches, plans
programs, specifications, techniques, processes, software, inventions
and other materials, both written and oral, of a secret, confidential or
proprietary nature, including without limitation any and all information
relating to marketing, finance, forecasts, invention, research, design or
development of information system and any supportive or incidental
subsystems, and any and all subject matter claimed in or disclosed by
any patent application prepared or filed by or behalf of by [Company
Name], in any jurisdiction, and any amendments or supplements thereto
(collectively, “Proprietary Information”); and WHEREAS, [Company
Name] desires to assure that the confidentiality of any Proprietary
Information is maintained; NOW, THEREFORE, in consideration of the
foregoing premises, and the mutual covenants contained
herein, [Company Name] and Recipient hereby agree as follows:
1. For a period of sixty (60) months from the date hereof, Recipient shall
hold in trust and confidence, and not disclose to others or use for
Recipient's own benefit or for the benefit of another, any Proprietary
Information which is disclosed to Recipient by [Company Name] at any
time between the date hereof and twelve (12) months thereafter.
Recipient shall disclose Proprietary Information received under this
Agreement to person within its organization only if such persons (i) have
a need to know and (ii) are bound in writing to protect the confidentiality
of such Proprietary Information. This paragraph 1 shall survive and
continue after any expiration or termination of this Agreement and shall
bind Recipient, its employees, agents, representatives, successors,
heirs and assigns.
2. The undertakings and obligations of Recipient under this Agreement

shall not apply to any Proprietary Information which:
(a) is described in an issued patent anywhere in the world, is disclosed

in a printed publication available to the public, or is otherwise in the
public domain through no action or fault of Recipient;
(b) is generally disclosed to third parties by [Company Name] without

restriction on such third parties, or is approved for release by written
authorization of [Company Name];
(c) if not designated “confidential” at the time of first disclosure

hereunder, or is not later designated in writing by [Company
Name] within thirty (30) days from disclosure to Recipient to be of a
secret, confidential or proprietary nature; or
(d) is shown to [Company Name] by Recipient, within ten (10) days

from disclosure, by underlying documentation to have been known by
Recipient before receipt from v and/or to have been developed by
Recipient completely independent of any disclosure by [Company
Name].
3. Title to all property received by Recipient from [Company Name],

including all Proprietary Information, shall remain at all times the sole
property of [Company Name], and this Agreement shall not be
construed to grant to Recipient any patents, licenses or similar rights to
such property and Proprietary Information disclosed to Recipient
hereunder.
4. Recipient shall, upon request of [Company Name], return

to [Company Name] all documents, drawings and other tangible
materials, including all Proprietary Information and all manifestation
thereof, delivered to Recipient, and all copies and reproductions thereof.
5. The parties further agree to the following terms and conditions:
i. Any breach by Recipient of any of Recipient's obligations under this

Agreement will result in irreparable inquiry to [Company Name] for
which damages and other legal remedies will be inadequate. In seeking
enforcement of any of these obligations, [Company Name] will be
entitled (in addition to other remedies) to preliminary and permanent
injunctive and other equitable relief to prevent, discontinue and/or
restrain the breach of this Agreement.
ii. If any provision of this Agreement is invalid or unenforceable, then

such provision shall be construed and limited to the extent necessary, or
severed if necessary, in order to eliminate such invalidity or
unenforceability, and the other provisions of this Agreement shall not be
affected thereby.
iii. In any dispute over whether information or matter is Proprietary

Information hereunder, it shall be the burden of Recipient to show both
that such contested information or matter is not Proprietary Information
within the meaning of this Agreement, and that it does not constitute a
trade secret under the Uniform Trade Secrets Act or successor or
similar law in effect in the State of [your state].
iv. No delay or omission by either party in exercising any rights under

this Agreement will operate as a waiver of that or any other right. A
waiver or consent given by either party on any one occasion is effective
only in that instance and will not be construed as a bar to or waiver of
any right on any other occasion.
v. This Agreement shall be binding upon and will inure to the benefit of
the parties hereto and their respective successors and assigns.
vi. This Agreement is governed by and will be construed in accordance

with the laws of the State of (your state), and the courts of (your state)
shall be the exclusive forum.
vii. This Agreement is in addition to any prior written agreement
between [Company Name] and Recipient relating to the subject matter
of this agreement; in the event of any disparity or conflict between the
provision of such agreements, the provision which is more protective of
Proprietary Information shall control. This Agreement may not be
modified, in whole or in part, except by an agreement in writing signed
by [Company Name] and Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement as

of the date first above written. [Company Name]
By: ______________________
Signature

Confidential

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Sample Confidentiality Agreement Template:

THIS AGREEMENT dated ________________, 20_, by and

WHEREAS, [Company Name] and Recipient, for their mutual benefit

2. The undertakings and obligations of Recipient under this Agreement

(a) is described in an issued patent anywhere in the world, is disclosed

(b) is generally disclosed to third parties by [Company Name] without

(c) if not designated “confidential” at the time of first disclosure

(d) is shown to [Company Name] by Recipient, within ten (10) days

3. Title to all property received by Recipient from [Company Name],

4. Recipient shall, upon request of [Company Name], return

5. The parties further agree to the following terms and conditions:

i. Any breach by Recipient of any of Recipient's obligations under this

ii. If any provision of this Agreement is invalid or unenforceable, then

iii. In any dispute over whether information or matter is Proprietary

iv. No delay or omission by either party in exercising any rights under

vi. This Agreement is governed by and will be construed in accordance

IN WITNESS WHEREOF, the parties have executed this Agreement as

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