Sensitive information clause: Copy, customize, and use instantly
Introduction
A sensitive information clause establishes the terms for handling and protecting confidential or sensitive data exchanged between the parties during the course of their business relationship. This clause outlines the obligations of each party to safeguard such information and restrict its use to the specific purposes agreed upon in the contract.
Below are templates for sensitive information clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard sensitive information clause
This version includes basic provisions for sensitive information protection.
Both parties agree to treat all confidential or sensitive information exchanged under this Agreement with the utmost care. Sensitive information shall not be disclosed to any third party without prior written consent, except where disclosure is required by law or court order. The parties will use the sensitive information solely for the purposes outlined in this Agreement and will take appropriate measures to safeguard it from unauthorized access or use.
Sensitive information clause with provision for data security
This version applies to data security.
The receiving party agrees to implement adequate security measures to protect sensitive information from unauthorized access, disclosure, or destruction. These measures should include, but are not limited to, encryption, access control, and regular security audits to ensure the continued protection of sensitive information throughout the term of this Agreement.
Sensitive information clause with provision for specific exclusions
This version applies to specific exclusions.
The confidentiality obligations outlined in this Agreement do not apply to sensitive information that (a) was already in the public domain at the time of disclosure, (b) becomes publicly known through no fault of the receiving party, or (c) is independently developed by the receiving party without reference to the disclosed sensitive information.
Sensitive information clause with provision for compliance with privacy laws
This version applies to compliance with privacy laws.
The parties agree to comply with all applicable data protection and privacy laws, including but not limited to [specific laws or regulations], when handling sensitive information. This includes ensuring that sensitive information is stored, processed, and transmitted in a manner that meets the requirements of these laws.
Sensitive information clause with provision for notification of breaches
This version applies to breach notification.
In the event of any unauthorized access, disclosure, or misuse of sensitive information, the receiving party agrees to notify the disclosing party promptly, but no later than [X] days, following the discovery of the breach. The receiving party will work cooperatively with the disclosing party to mitigate the effects of the breach and prevent further unauthorized disclosures.
Sensitive information clause with provision for return or destruction
This version applies to return or destruction of sensitive information.
Upon termination or expiration of this Agreement, the receiving party shall return or destroy all sensitive information provided under this Agreement. If the destruction of such information is not feasible, the receiving party will take all reasonable steps to ensure that the information is permanently inaccessible.
Sensitive information clause with provision for subcontractors
This version applies to subcontractors.
If the receiving party needs to share sensitive information with subcontractors in connection with the performance of this Agreement, it shall ensure that the subcontractors are bound by confidentiality obligations that are at least as stringent as those set forth in this Agreement. The receiving party remains responsible for ensuring the subcontractor's compliance.
Sensitive information clause with provision for third-party disclosures
This version applies to third-party disclosures.
The parties agree that sensitive information will not be disclosed to any third party without prior written consent, unless the disclosure is required by law, regulation, or court order. If disclosure is necessary, the disclosing party will make reasonable efforts to ensure that the third party is bound by confidentiality obligations consistent with this Agreement.
Sensitive information clause with provision for specific uses
This version applies to specific uses of sensitive information.
The receiving party agrees to use the sensitive information solely for the purposes outlined in this Agreement and not for any other purpose, including commercial, marketing, or competitive advantage purposes, without prior written consent from the disclosing party.
Sensitive information clause with provision for monitoring
This version applies to monitoring compliance.
The disclosing party has the right to audit and monitor the receiving party’s compliance with the confidentiality obligations in this Agreement, including their handling of sensitive information. The receiving party agrees to cooperate with such audits and provide access to relevant documentation and systems as required.
Sensitive information clause with provision for duration of protection
This version applies to duration of protection.
The confidentiality obligations regarding sensitive information shall remain in effect for [X] years after the termination or expiration of this Agreement, or until the sensitive information no longer qualifies as confidential or sensitive under applicable law.
Sensitive information clause with provision for authorized disclosure
This version applies to authorized disclosure.
If the receiving party is authorized by the disclosing party to disclose sensitive information to a third party, the receiving party shall ensure that the third party is aware of and agrees to be bound by the same confidentiality obligations set forth in this Agreement.
Sensitive information clause with provision for auditing sensitive data
This version applies to auditing sensitive data.
Both parties agree to conduct periodic audits of sensitive data exchanged under this Agreement to ensure compliance with data protection and security standards. Any discrepancies or breaches discovered during such audits shall be reported immediately and addressed as per the provisions outlined in this Agreement.
Sensitive information clause with provision for disclosure for legal defense
This version applies to legal defense.
If disclosure of sensitive information is necessary for the purpose of defending a legal claim or complying with a legal obligation, the receiving party may disclose such information, but only to the extent necessary for the defense and subject to appropriate protective measures being implemented.
Sensitive information clause with provision for restrictions on access
This version applies to restrictions on access.
The receiving party agrees to limit access to sensitive information to those employees, contractors, or agents who have a legitimate need to know in connection with the performance of this Agreement. The receiving party will ensure that these individuals are aware of and bound by confidentiality obligations.
Sensitive information clause with provision for periodic review
This version applies to periodic review.
The disclosing party may, at its discretion, periodically review the receiving party’s handling of sensitive information to ensure compliance with the terms of this Agreement. The receiving party agrees to cooperate with such reviews and implement corrective actions if necessary.
Sensitive information clause with provision for changes in data handling practices
This version applies to changes in data handling practices.
The receiving party agrees to notify the disclosing party of any significant changes in its data handling practices, including changes to how sensitive information is stored, transmitted, or accessed. The disclosing party may require modifications to these practices to ensure continued protection of sensitive information.
Sensitive information clause with provision for legal compliance review
This version applies to legal compliance review.
Both parties agree to conduct an annual review of their compliance with applicable laws, regulations, and contractual obligations regarding the handling of sensitive information. The review will ensure that both parties are in compliance with all applicable privacy and data protection laws.
Sensitive information clause with provision for damage mitigation
This version applies to damage mitigation.
In the event of an unauthorized disclosure of sensitive information, the receiving party agrees to take all necessary steps to mitigate any potential harm to the disclosing party, including providing timely notice, cooperating with investigations, and taking corrective actions to prevent further disclosure.
Sensitive information clause with provision for explicit identification
This version applies to explicit identification.
The receiving party agrees to explicitly identify all sensitive information upon disclosure and clearly mark it as confidential or proprietary. This identification will ensure that the receiving party can properly handle and protect the information in accordance with the terms of this Agreement.
Sensitive information clause with provision for limitations on data storage
This version applies to data storage limitations.
The receiving party agrees to store sensitive information only for the duration necessary to fulfill the purposes outlined in this Agreement. Upon completion of these purposes, the receiving party shall securely dispose of or return the sensitive information as per the disclosing party’s instructions.
Sensitive information clause with provision for notification of unauthorized access
This version applies to unauthorized access.
If the receiving party becomes aware of any unauthorized access or use of sensitive information, it agrees to notify the disclosing party within [X] hours of discovery. The receiving party will take immediate action to mitigate any potential harm resulting from the breach.
Sensitive information clause with provision for restricted usage
This version applies to restricted usage.
The receiving party agrees not to use sensitive information for any purpose other than the specific purposes stated in this Agreement. Any use of the information beyond the scope of this Agreement requires prior written consent from the disclosing party.
Sensitive information clause with provision for data transfer restrictions
This version applies to data transfer restrictions.
The receiving party agrees not to transfer sensitive information to any third party, either within or outside its organization, without prior written consent from the disclosing party. Any approved transfer will be subject to confidentiality agreements consistent with this Agreement.
Sensitive information clause with provision for destruction upon termination
This version applies to destruction upon termination.
Upon termination or expiration of this Agreement, the receiving party agrees to return or destroy all sensitive information in its possession. If destruction is not feasible, the receiving party shall confirm in writing that the information is securely rendered inaccessible.
Sensitive information clause with provision for confidentiality during legal processes
This version applies to legal processes.
If sensitive information is required to be disclosed during legal proceedings, the receiving party agrees to take steps to ensure that the information is protected, such as requesting protective orders or limiting the scope of disclosure, and will notify the disclosing party in a timely manner.
Sensitive information clause with provision for personal liability
This version applies to personal liability.
The parties acknowledge that if an individual employee, contractor, or agent breaches the confidentiality obligations outlined in this Agreement, they may be held personally liable for any damages or losses resulting from the breach, in addition to the company’s liability.
Sensitive information clause with provision for data access rights
This version applies to data access rights.
The receiving party agrees to limit access to sensitive information solely to employees or contractors who require access to perform their duties. The receiving party will implement access controls and maintain a log of who has accessed the information and for what purpose.
Sensitive information clause with provision for third-party audits
This version applies to third-party audits.
The disclosing party may request an independent third-party audit of the receiving party’s compliance with this Agreement, particularly with regard to the handling and protection of sensitive information. The receiving party agrees to cooperate fully with such audits and provide the necessary documentation.
Sensitive information clause with provision for emergency disclosure
This version applies to emergency disclosure.
In the event of an emergency where disclosure of sensitive information is necessary to prevent harm to individuals or property, the receiving party may disclose the information to the relevant authorities. However, the receiving party must notify the disclosing party as soon as possible after the disclosure.
Sensitive information clause with provision for ongoing obligations after termination
This version applies to ongoing obligations.
The receiving party’s obligations to protect sensitive information shall continue after the termination or expiration of this Agreement, and remain in effect for [X] years after termination or until the information is no longer considered sensitive by applicable laws or regulations.
Sensitive information clause with provision for immediate action after breach
This version applies to immediate action.
In the event of any unauthorized access or disclosure of sensitive information, the receiving party agrees to take immediate action to prevent further breaches, including notifying the disclosing party, containing the breach, and taking corrective measures.
Sensitive information clause with provision for employees’ obligations
This version applies to employees’ obligations.
The receiving party shall ensure that all employees, agents, or representatives who have access to sensitive information are fully trained on their obligations under this Agreement and are required to sign confidentiality agreements that mirror the obligations of this clause.
Sensitive information clause with provision for compliance with industry standards
This version applies to industry standards.
The receiving party agrees to handle sensitive information in compliance with industry standards for data protection, including standards such as ISO 27001 or NIST, and will take all necessary precautions to ensure that sensitive information is securely stored and transmitted.
Sensitive information clause with provision for notification of potential violations
This version applies to potential violations.
The receiving party agrees to promptly notify the disclosing party of any suspected violation of the confidentiality obligations outlined in this Agreement. The receiving party will work with the disclosing party to assess the situation and prevent further violations.
Sensitive information clause with provision for protection of digital data
This version applies to digital data protection.
The receiving party agrees to protect all sensitive information stored digitally with encryption and other security measures to prevent unauthorized access. The receiving party will also ensure that digital copies of sensitive information are regularly backed up and protected from loss.
Sensitive information clause with provision for disclosure to regulatory authorities
This version applies to regulatory authorities.
If disclosure of sensitive information is required by a regulatory authority, the receiving party agrees to notify the disclosing party immediately and provide details of the disclosure. The receiving party will cooperate with the disclosing party to ensure that the disclosure is handled in accordance with applicable regulations.
Sensitive information clause with provision for reporting of compliance failures
This version applies to compliance failures.
If the receiving party becomes aware of any failure to comply with the confidentiality obligations in this Agreement, it shall report the failure to the disclosing party as soon as possible, along with details of the breach and the steps taken to correct it.
Sensitive information clause with provision for audit rights
This version applies to audit rights.
The disclosing party has the right to audit the receiving party’s compliance with the terms of this Agreement, including the protection of sensitive information, on a reasonable basis. The receiving party agrees to allow the disclosing party to conduct such audits at mutually agreed-upon times.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.