Confidentiality Agreement with Consultants


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									This is an agreement between a company and a consultant to protect the disclosure of
confidential information. The agreement prohibits the consultant’s unauthorized use
and dissemination of the company's proprietary information, which includes, but is not
limited to, customer lists, financial information, business plans and models, and
information related to a company’s business operations. This agreement is ideal for
small businesses or other entities that wish to keep proprietary information consultants
learn confidential.
                                   CONFIDENTIALITY AGREEMENT

       __________________________________[insert name of Consultant] (“Consultant”)
has been engaged to provide certain services to __________________________[insert name of
Owner/Client] (“Owner/Client’) pursuant to an agreement dated __________ (the “Services
Agreement”). In connection with the Services Agreement, Consultant agrees as follows:

       1.     In the course of performing the Services Agreement, Consultant will view, hear,
and/or read documents, events, conversations, presentations, and other information (however
presented) which are of a confidential and/or sensitive nature.

       2.     In addition, Consultant's services under the Services Agreement will result in
work product which the Owner/Client wishes to remain confidential.

       3.     Any information, documents, materials provided to, received by, or developed by
Consultant in connection with Consultant's services under the Services Agreement shall be
deemed “Confidential Information.”

       4.     Owner/Client shall own all data, documents and materials prepared by Consultant
in connection with the services whether or not the services are completed. Consultant shall be
deemed to have assigned any intellectual property rights (including copyrights) in such data,
documents and materials to the Owner/Client.

       5.      Consultant shall disclose Confidential Information only to Consultant's employees
who are directly involved in Consultant's services under the Services Agreement and need to
know such information. Subject to the foregoing sentence, Consultant shall not disclose any
Confidential Information to any person or entity without the prior express written consent of
Owner/Client, unless legally obligated to disclose such information after prompt notice to
Owner/Client of such obligation. The foregoing obligations shall not apply to any information

      (a)     was already available to the Consultant at or prior to the time of disclosure by the

        (b)   is now or hereafter becomes available to the public other than through a violation
of this Agreement by the Consultant or its representatives;

       (c)      is subsequently disclosed to Consultant by a third party who, to the Consultant’s
knowledge, did not obtain the information from Owner/Client under an obligation of

       (d)     was developed by the Consultant or its Representatives without the use of
Confidential Information; or

         (e)      is approved for disclosure or release by the Owner/Client.

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       6.     This Confidentiality Agreement is binding on Consultant, Consultant's
subconsultants, and each of their respective agents, employees, heirs, representatives, successors,
and assigns. This Confidential Agreement shall survive the completion or termination of the
Services Agreement.

       7.      Owner/Client is a direct beneficiary of this Confidentiality Agreement and may
enforce its provisions.


_____________________________________ [insert Consultant's name]

By:      ___________________

Date: ___________________

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