The Confidentiality Statement

If someone other than yourself will receive a copy of this manual be sure to include a Confidentiality Statement. This is a signed agreement where the reader promises to guard the information in the manual and keep it confidential.

The following is a sample form you can customize for your manual. We are not attorneys and are not providing legal advice.

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STATEMENT OF CONFIDENTIALITY

The Manual and other materials contain proprietary information, comprising the [company or Franchisor]'s trade secrets. Please maintain the confidentiality of all proprietary information during and after the term of the [employment, business, Franchise] agreement. Also, please refrain from using this proprietary information in any other manner-including in any other business-without the [company or Franchisor]'s written approval. [Approved Managers or Franchisees] may provide this information to employees so they can perform their tasks.

The [company or Franchisor]'s confidential information, knowledge, and know-how includes all computer systems, client lists, lead-generating techniques, and other materials or data the [company or Franchisor] designates as proprietary and confidential, without limitation.

The [company or Franchisor] provides a copy of the Operations Manual to the [recipient or Franchisee] during the term of [employement, the Franchise agreement, the business agreement]. The Manual contains information about the [employees, Franchisee]'s obligations under the agreement. The [company or Franchisor] reserves the right to revise and otherwise modify the Manual to reflect changes in the requirements, standards, and operating recommendations. The Manual is the sole property of the [company or Franchisor]. It must be returned upon the expiration or the termination of the [employment, business, Franchisee] agreement.

The [recipient: manager, employoee, Franchisee] must keep its copy of the manual current and complete. The master copy, maintained by the [company or Franchisor], shall control in all disputes over contents. The [recipient or Franchisee] must also keep the manual in a locked receptacle when the manual is not in use. I have read and understand the Statement of Confidentiality and will abide by its terms and conditions.

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Customizing the Document for Specific Manuals

Customization Tips for a Franchise Operations Manual: If this statement will be part of a franchise operations manual, instead of inserting the "company name" where suggested use the term, "Franchisor" instead. In place of "recipient" use "franchisee." The Franchisor is the person selling the franchise license and the Franchisee is the person who will be opening up that new location. For example, if you wanted to open a Subway location, the Subway parent company would be the Franchisor and you would be the Franchisee.

Add the following line to the third paragraph: "It also contains reasonable, suggested, and mandatory specifications, standards, operating procedures, and organizational rules prescribed by the Franchisor for Franchisee businesses.

Customization Tips for Employee Manuals or SOPs: Delete any reference to franchisor/franchisee and use verbage like "employee." If no one else will read your manual (no employees or contractors) still include this in your manual. It's a safety precaution.

Helpful Links

You can also find confidentiality statements at the following sites:

Public Legal Forms (free)
Cool Lawyer Free Confidentiality Agreement (PDF) (free)
Inc.com's Free Confidentiality Agreement Formaker (free)
Custom Legal Agreement ($14.95)

Common Questions

1. What is the purpose of the confidentiality agreement?
The purpose of the confidentialty agreement is to protect your intellectual property. There are many reasons a person or company would share their business secrets with others (training staff, business ventures, raising capital, franchising), but always be sure the party you're sharing the information with is trusted and reputable, and always get a signed agreement!

Let's keep moving.