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Confidential Information Release Agreement Drafting: Key Terms, Drafting Tips

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Quick Facts — Confidentiality Agreement Lawyers

What is Confidential Information Release Agreement Drafting?

A confidential information release agreement is a legal document that enables one party to share protected data with another. It works in the opposite way to a non-disclosure agreement because it allows instead of prohibits the sharing of information.

If you need to draft this agreement, you need to pay attention to certain information that must be included in it to prevent disputes between parties.

Read the rest of this article for core terms to include in a confidential information release agreement, how to draft it, and why you should consider hiring a lawyer to help you with the drafting process.

What are Key Terms to Include in a Confidential Information Release Agreement?

A confidential information release agreement should contain the following information:

  • Parties. State the party who is releasing the information, the party holding it (if applicable), and the party receiving it.
  • Scope. Explain the exact types of information and data that is released.
  • Permitted uses. It’s important for the document to specify why the information is released.
  • Timeframe. State if the agreement is a one-time release or will last for a specific duration.
  • Liability release. Include this clause to protect the releasor of information against legal claims once the information has been handed over.

What are Tips for Drafting a Confidential Information Release Agreement?

It’s important to consider protection and clarity when drafting a confidential information release agreement. Here are some tips to bear in mind.

Define Confidential Information

To prevent ambiguity, clearly describe what information is regarded as confidential, such as source codes or customer databases. You should also clarify if the information can be verbal, digital, or written.

Consider the Structure

In some cases the agreement includes one-way information, while others will follow a mutual structure. You want to be clear about which one applies to the agreement as it influences parties’ obligations.

Explain the Purpose

Consider why the information is being shared. Don’t forget to include any prohibited information so that you avoid accidental disclosure.

Mention Exclusions

Include any exclusions, or information that isn’t covered by the agreement. This can include information that is already public knowledge and/or was already known by the recipient.

Consider Remedies

Specify what happens if there is an information disclosure. You should explain what remedies will apply, such as penalties or fees. By specifying this in the agreement, you ensure that both parties are aware of the consequences of breaking the agreement.

How Does a Lawyer Help You Draft a Confidential Information Release Agreement?

Since a confidential information release agreement has to specify the disclosure and use of sensitive or private information between parties, it has to be clear and detailed to avoid disputes.

A lawyer can help you when drafting the agreement by:

  • Clearly identifying the parties involved in the agreement. It should be clear who will disclose the information and who the receiving party is.
  • Defining what constitutes confidential information. A lawyer will describe what information is covered by the agreement, such as company trade secrets, technical information, or financial records.
  • Explaining the disclosure purpose. For clarity between parties, a lawyer will explain why the information is being shared and how it’s allowed to be used.
  • Drafting clear provisions. A lawyer will write provisions that serve to regulate how the receiving party is allowed to protect, store, and use the information.
  • Setting limits for disclosure. They’ll clarify who is allowed to access the information and when disclosure is permitted, to prevent future disputes. They’ll confirm that the party disclosing information has been authorized to do so.
  • Establishing retention and destruction requirements. A lawyer can help you with how confidential information needs to be destroyed or returned, should this be legally required or when the agreement ends.
  • Considering breaches and remedies. Your agreement must have clear breaches, remedies, and liability provisions in place to protect your interests.
  • Clarifying obligation duration. Your lawyer will specify how long confidentiality provisions and obligations must be maintained after the agreement ends, to prevent accidental violations that can harm your business in the future.
  • Reviewing your agreement. If you’ve drafted your confidential information release agreement, you should ask a lawyer to provide an in-depth review of it so that they can check if there’s any missing information or potential issues. This will give you peace of mind before agreeing to the contract terms.

Where to Find a Lawyer for Confidential Information Release Agreement Drafting

If you want to hire a lawyer to help you draft a confidential information release agreement, you can use an online legal platform that puts you in contact with experienced, skilled lawyers. This is much easier than asking people you know for lawyer recommendations or calling traditional law firms in your area.

ContractsCounsel is one of the largest online legal marketplaces that gives you access to a curated network of lawyers who have been vetted on the platform.

Requesting that a qualified lawyer on the platform drafts your agreement for you is easy. All you have to do is follow these steps:

  1. Visit the ContractsCounsel marketplace.
  2. Select ‘One-time project’ and ‘Create or update contract.’ Or, select ‘Contract review’ if you want a lawyer to review your agreement for you.
  3. Post your project. Include some information about your agreement so you can match with suitable lawyers.
  4. Wait for bids. Once you’ve posted your project, lawyers on the platform will send you bids.
  5. Review the lawyer profiles. The platform provides data about the lawyers, such as their location, expertise, years of experience, credentials, and client ratings for projects completed on the platform.
  6. Select a lawyer and hire them to draft your confidential information release agreement for a flat fee.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


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