Non Disclosure Agreement Accountant

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

DISCLOSING PARTY: ________________________________________________ (the "Client"), located at ________________________________________________.

RECEIVING PARTY: ________________________________________________ (the "Accountant"), located at ________________________________________________.

1. PURPOSE

The Client wishes to engage the Accountant for professional accounting, tax, or financial advisory services. In connection with this engagement, the Client may disclose to the Accountant certain private, proprietary, and confidential financial information. The parties intend to protect the confidentiality of such information under the terms of this Agreement.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public information, whether oral, written, or electronic, disclosed by the Client to the Accountant, including but not limited to: tax returns, financial statements, bank statements, payroll data, social security numbers, business trade secrets, investment strategies, client lists, and any other proprietary financial records.

3. OBLIGATIONS OF THE ACCOUNTANT

The Accountant agrees to:

• Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information;
• Use the Confidential Information solely for the purpose of performing professional accounting services for the Client;
• Restrict disclosure of Confidential Information to only those employees or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein;
• Not copy, reproduce, or reverse-engineer any Confidential Information without the express prior written consent of the Client.

4. EXCLUSIONS

Confidential Information does not include information that:

• Is or becomes public knowledge through no fault of the Accountant;
• Was rightfully in the Accountant's possession prior to disclosure by the Client;
• Is independently developed by the Accountant without use of the Client’s Confidential Information;
• Is required to be disclosed by law, regulation, or court order (provided the Accountant gives the Client prompt notice of such requirement to allow the Client to seek a protective order).

5. TERM

The obligations under this Agreement shall survive the termination of the professional engagement between the Client and the Accountant and shall continue for a period of ______ years from the date of the last disclosure of Confidential Information.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Client or the termination of the professional relationship, the Accountant shall, at the Client's option, return or certify the destruction of all documents, files, and electronic data containing Confidential Information.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ______________________. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in ______________________.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior discussions or agreements. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

---

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY (CLIENT):

Signature: _________________________________

Print Name: ________________________________

Title: _____________________________________

RECEIVING PARTY (ACCOUNTANT):

Signature: _________________________________

Print Name: ________________________________

Title/Firm: ________________________________