What is the difference between a confidentiality agreement and an NDA?

In practice, a confidentiality agreement and a non-disclosure agreement (NDA) serve the same purpose in U.S. law and are often used interchangeably. Both create legal obligations to protect confidential information. Some American organizations prefer the term "confidentiality agreement" because it sounds less adversarial, particularly in employment contexts. The legal enforceability is identical.

When should I use a confidentiality agreement?

Use a U.S. confidentiality agreement whenever you share sensitive business information with someone outside your immediate trust circle. Common situations include hiring American employees or contractors, entering negotiations with potential partners, sharing financial data with investors, engaging third-party vendors, and discussing acquisition opportunities.

Can I use a confidentiality agreement for employees?

Yes. Employee confidentiality agreements are one of the most common U.S. applications. They are typically signed during onboarding and remain in effect during employment and for a specified period after. Some American states, including California, impose restrictions on what employee confidentiality agreements can cover, so check your state's laws before finalizing.

How long should a confidentiality agreement last?

The duration depends on the nature of the information. General U.S. business information is typically protected for two to five years. Trade secrets can be protected indefinitely under the Defend Trade Secrets Act and most American state laws. A defined term with a trade secret carve-out is the recommended approach.

What happens if someone breaches a confidentiality agreement?

The non-breaching American party can pursue injunctive relief to stop further disclosure, sue for monetary damages, and in some cases claim attorney's fees and exemplary damages. If the information qualifies as a trade secret, the U.S. DTSA provides additional federal remedies including ex parte seizure orders in extraordinary circumstances.

What information cannot be covered by a confidentiality agreement?

A U.S. confidentiality agreement cannot restrict information that is already publicly known, independently developed by the receiving party, received from a third party without restriction, or required to be disclosed by American law. Under federal whistleblower protections, U.S. employees also cannot be prohibited from reporting potential legal violations to government agencies.

Does a confidentiality agreement need to be notarized?

No. Notarization is not required for a confidentiality agreement to be legally binding in the United States. The signatures of both American parties and an effective date are sufficient. Keeping signed copies for both parties is recommended in case of a future U.S. dispute.

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CONFIDENTIALITY AGREEMENT

Vendor / Supplier Relationship · Governed By The Law Of The State Of California

DISCLOSING PARTY

Helio Robotics, Inc.

2400 Hanover Street, Palo Alto, CA 94304

RECEIVING PARTY

CloudOps Services LLC

500 Howard Street, Suite 300, San Francisco, CA 94105

Effective: May 1, 2026

Term: 3 years · Personal Data Included

This Confidentiality Agreement (this "Agreement") is entered into as of May 1, 2026 by and between Helio Robotics, Inc. ("Disclosing Party") and CloudOps Services LLC ("Receiving Party") in connection with their vendor / supplier relationship, and is governed by the law of the State of California.

PURPOSE

The Disclosing Party desires to share certain confidential information with the Receiving Party in connection with the vendor / supplier relationship described above (the "Permitted Purpose"). The Receiving Party agrees to receive and handle such confidential information in accordance with the terms of this Agreement.

DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information that the Disclosing Party shares with the Receiving Party in any form (written, oral, electronic, visual, or other), whether or not marked as confidential, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, strategy, customer and prospect lists, pricing, sales pipelines, and marketing data; product specifications, source code, designs, prototypes, algorithms, and research data; personal information of consumers, employees, or other individuals (including names, contact details, demographics, identifiers, and any other information that identifies or could reasonably be linked to a particular individual); and customer-account information, contract terms, transaction history, and other customer-relationship data. Confidential Information also includes any "trade secret" within the meaning of the federal Defend Trade Secrets Act, 18 U.S.C. §1839(3), and Cal. Civ. Code §§ 3426–3426.11.

OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using the highest degree of care customarily exercised for similarly sensitive information; (b) not disclose, publish, or disseminate any Confidential Information to any third party without prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Permitted Purpose; (d) limit internal access to those personnel and advisors with a need-to-know who are bound by written confidentiality obligations no less protective than those contained herein; (e) be responsible for any breach of this Agreement by any of its personnel or advisors; and (f) promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, use, or loss of Confidential Information.

STANDARD EXCLUSIONS

The obligations of confidentiality shall not apply to information that the Receiving Party can demonstrate by competent evidence: (a) was already in the public domain at the time of disclosure, or subsequently became publicly available through no fault of the Receiving Party; (b) was already known to or in the legitimate possession of the Receiving Party at the time of disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (d) is disclosed to the Receiving Party on a non-confidential basis by a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality.

TERM AND RETURN OF INFORMATION

This Agreement shall remain in effect for 3 years from the Effective Date, unless earlier terminated by either Party. Upon expiration, termination, or written request, the Receiving Party shall return or certifiably destroy all Confidential Information and copies within 30 days, except that one archival copy may be retained subject to ongoing confidentiality obligations for legal-compliance or litigation-hold purposes.

PERSONAL DATA PROTECTION (STATE PRIVACY LAW)

The Confidential Information includes personal data subject to the California Consumer Privacy Act (CCPA), Cal. Civ. Code §§ 1798.100–1798.199.100, as amended by the California Privacy Rights Act (CPRA, eff 1/1/2023). covers personal information of California consumers; imposes data-minimization, purpose-limitation, and contractor-/service-provider-flowthrough requirements (§1798.140(j)). The Receiving Party shall: (a) process such personal data solely for the Permitted Purpose and only on documented instructions from the Disclosing Party (acting as the "controller" or "business" under the applicable law); (b) implement and maintain appropriate technical and organizational security measures consistent with the requirements of that law; (c) ensure that any personnel authorized to process such personal data are bound by written confidentiality obligations; (d) assist the Disclosing Party in fulfilling consumer-rights requests (access, deletion, correction, portability, opt-out of sale/sharing/targeted advertising, as applicable); and (e) engage subprocessors only with the Disclosing Party's prior written authorization, ensuring each subprocessor is bound by terms substantially equivalent to those of this Agreement.

SECURITY INCIDENT NOTIFICATION

If the Receiving Party discovers or has reason to believe that a security breach involving Confidential Information has occurred (a "Security Incident"), the Receiving Party shall notify the Disclosing Party in writing without undue delay and in no event later than 24 hours after discovery. The notification shall include, to the extent then known: (i) the nature and scope of the Security Incident; (ii) the categories and approximate number of individuals and records affected; (iii) the likely consequences of the Security Incident; and (iv) the measures taken or proposed to address it and mitigate possible adverse effects. The Disclosing Party retains sole authority over any consumer or regulatory notification, in accordance with Cal. Civ. Code §1798.82 (Attorney General notification: within 15 days of consumer notification if more than 500 California residents are affected (Cal. Civ. Code §1798.82(f))). The Receiving Party shall cooperate in good faith with any state Attorney General or other regulatory inquiry arising from a Security Incident, including by preserving relevant records and making personnel available for interviews.

TRADE SECRET PROTECTION

Trade Secret Definition. The Parties acknowledge that certain Confidential Information disclosed under this Agreement constitutes a "trade secret" under the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and Cal. Civ. Code §§ 3426–3426.11. Trade secrets remain protected under this Agreement for as long as they retain trade-secret status under applicable law, regardless of the expiration of the Term. Identified Trade Secrets: Computer-vision algorithms and trained model weights for Helio H-3; customer pricing matrices for enterprise contracts above $250,000 ARR.. Reasonable Measures. The Disclosing Party maintains the secrecy of its trade secrets through the following measures: SOC 2 Type II audit annually; role-restricted access with hardware-key MFA; written NDAs with all personnel; encryption at rest (AES-256) and in transit (TLS 1.3)..

BREACH INDEMNIFICATION

The Receiving Party shall defend, indemnify, and hold harmless the Disclosing Party and its officers, directors, employees, and agents from and against any and all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees and forensic-investigation costs) arising out of or relating to (i) any Security Incident caused by the Receiving Party's breach of this Agreement; (ii) any unauthorized use, disclosure, or loss of Confidential Information by the Receiving Party or its personnel or advisors; or (iii) any third-party claim, regulatory inquiry, or enforcement action arising from such Security Incident or unauthorized disclosure. This indemnification is in addition to, and not in lieu of, any other remedies available at law or in equity.

10.

INJUNCTIVE RELIEF

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting bond, proving actual damages, or establishing that monetary damages would be an inadequate remedy, in addition to any other legal remedies available under applicable law including Cal. Civ. Code §§ 3426–3426.11 and the federal Defend Trade Secrets Act, 18 U.S.C. §1836.

11.

PREVAILING-PARTY ATTORNEYS' FEES

In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert-witness fees, forensic-investigation costs, and court costs from the non-prevailing party.

12.

NON-DISPARAGEMENT (WITH STATUTORY CARVE-OUTS)

The Receiving Party shall not, directly or indirectly, make any statement (oral or written) that disparages or could reasonably be expected to disparage the Disclosing Party, its officers, directors, employees, products, or services. Statutory carve-outs: notwithstanding the foregoing, pursuant to the federal Speak Out Act of 2022 (9 U.S.C. §§ 401–402), this provision shall not be enforceable to the extent it would prevent disclosure or discussion of a sexual harassment or sexual assault dispute under federal, state, tribal, or local law. In addition, the law of the State of California imposes a parallel carve-out under Cal. Code Civ. Proc. §1001 and Cal. Civ. Code §1670.11 (Silenced No More Act, SB 331, eff 1/1/2022): nothing in this provision shall be construed to prohibit the Receiving Party from disclosing or discussing unlawful workplace harassment, discrimination, or retaliation.

13.

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The exclusive jurisdiction and venue for any dispute (other than a claim for injunctive relief) shall be the state or federal courts located in Santa Clara County, California.

14.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. Amendment: No amendment shall be valid unless in writing and signed by both Parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts. No Implied License: No license to any intellectual property is granted by this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.

DISCLOSING PARTY

Priya Anand

Chief Privacy Officer

Helio Robotics, Inc.

Date: ____________________

RECEIVING PARTY

Marcus Webb

Chief Operating Officer

CloudOps Services LLC

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What Is a Confidentiality Agreement?

A confidentiality agreement is a legally binding contract that restricts one or both parties from disclosing specified information to outside parties. It defines what information is considered confidential, how it may be used, how long the obligations last, and what remedies are available if the agreement is breached. The terms "confidentiality agreement" and "non-disclosure agreement" (NDA) are used interchangeably in U.S. law.

American businesses use confidentiality agreements in a wide range of situations: onboarding new employees, engaging independent contractors, entering partnership negotiations, sharing financial data with investors or advisors, and granting third-party vendors access to internal systems. The agreement creates U.S. legal consequences if the receiving party misuses or discloses the protected information.

In the United States, confidentiality agreements are governed by state contract law and supplemented by federal statutes like the Defend Trade Secrets Act (DTSA). A well-drafted agreement clearly identifies the protected information, sets reasonable time limits, includes standard exclusions, and specifies the remedies available in case of breach.

What's Covered in This Template

Doxuno's confidentiality agreement template includes all essential clauses for protecting sensitive business information, tailored for U.S. enforceability.

Party Identification

Definition of Confidential Information

Permitted Use and Purpose

Standard Exclusions

Obligations of Receiving Party

Term and Duration

Return or Destruction of Materials

Remedies and Injunctive Relief

Permitted Disclosures

Non-Solicitation Clause

Governing Law and Venue

General Provisions

How to Create Your Confidentiality Agreement

Doxuno's template walks you through every section in a few minutes, producing a professional document ready for signatures.

1
Enter the parties' information
Provide the full legal names, addresses, and roles of the disclosing party and the receiving party. Specify whether the agreement is one-way or mutual.
2
Define what constitutes confidential information
Describe the types of information that will be protected. This can include financial data, customer lists, business strategies, product designs, trade secrets, technical specifications, and any other proprietary information.
3
Specify permitted uses and exclusions
State the purpose for which confidential information may be used and list the standard exclusions, such as publicly available information, independently developed information, and information received from a third party without restriction.
4
Set the duration and obligations
Choose how long the confidentiality obligations will last. Specify whether the receiving party may share information with employees or advisors who need to know, and what happens to the information when the agreement ends.
5
Choose the governing law and download
Select the governing state, review the remedies and enforcement provisions, and download the completed confidentiality agreement as a professional PDF ready for both parties to sign.

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Legal Considerations for US Confidentiality Agreements

A well-drafted confidentiality agreement balances strong protection for the disclosing party with reasonable terms that courts will enforce. Understanding these considerations will help you create an agreement that holds up when it matters.

This template is provided for informational purposes and does not constitute legal advice. For complex employment situations, multi-jurisdictional agreements, or high-value trade secrets, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard business confidentiality situations.

Employee Confidentiality Agreements

Employee confidentiality agreements are subject to additional considerations. In California, Labor Code Section 925 restricts U.S. employers from requiring employees to agree to provisions that would deprive them of the protection of California law. Several American states also limit what can be included in non-compete and non-solicitation clauses bundled with confidentiality agreements. Always check your state's employment laws before finalizing terms for employees.

Reasonable Scope and Duration

U.S. courts are more likely to enforce confidentiality agreements with a clearly defined scope and a reasonable duration. Agreements that attempt to protect overly broad categories of information or impose indefinite obligations on general business information may be found unenforceable. Best practice is to define confidential information specifically and set a fixed term of two to five years, with a separate carve-out for American trade secrets that can extend indefinitely.

Federal Whistleblower Protections

Under the Defend Trade Secrets Act (18 U.S.C. 1833(b)), individuals cannot be held liable for disclosing trade secrets to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law. A confidentiality agreement that fails to include this notice may limit the employer's ability to recover exemplary damages and attorney's fees in a trade secret misappropriation claim.

Mutual vs. One-Way Agreements

A one-way confidentiality agreement protects information flowing from the U.S. disclosing party to the receiving party. A mutual agreement protects both American parties equally. Use a mutual agreement when both sides will be sharing sensitive information, such as during merger discussions, joint ventures, or partnership negotiations. One-way agreements are more common when hiring U.S. contractors or sharing information with potential investors.

Frequently Asked Questions

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