Non Disclosure Agreement Template Accountant

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [________________________________________________] with a principal place of business/residence at [________________________________________________] (“Client”),

AND

Receiving Party: [________________________________________________] (the "Accountant"), a professional accountant/accounting firm with a principal place of business at [________________________________________________].

Collectively referred to as the “Parties.”

1. PURPOSE

The Client wishes to disclose certain confidential and proprietary information to the Accountant for the purpose of the Accountant providing professional accounting, tax, bookkeeping, or consulting services (the “Purpose”).

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public information, whether written, oral, or electronic, disclosed by the Client to the Accountant, including but not limited to: financial statements, tax returns, bank statements, payroll data, social security numbers, business strategies, trade secrets, intellectual property, and any other data marked as "confidential" or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF THE ACCOUNTANT

The Accountant agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions taken to protect their own similar information); b) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the express prior written consent of the Client, except as required by applicable law, regulation, or professional accounting standards; c) Use the Confidential Information solely for the Purpose; d) Restrict access to Confidential Information to 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.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Accountant; b) Was within the Accountant’s possession prior to its being furnished by the Client; c) Becomes available to the Accountant on a non-confidential basis from a source other than the Client, provided that such source is not bound by a confidentiality agreement with the Client.

5. COMPELLED DISCLOSURE

If the Accountant is requested or required by law, regulation, or a valid court order to disclose any Confidential Information, the Accountant shall provide the Client with prompt written notice (where legally permissible) so that the Client may seek a protective order or other appropriate remedy. The Accountant shall disclose only that portion of the Confidential Information that is legally required.

6. RETURN OF MATERIALS

Upon the written request of the Client, or upon the termination of the professional relationship, the Accountant shall return or destroy all copies of the Confidential Information in their possession, provided that the Accountant may retain copies of work papers as required by professional standards and applicable law, which shall remain subject to the terms of this Agreement.

7. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date, provided that the obligations of confidentiality regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

8. GOVERNING LAW AND JURISDICTION

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

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations.

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

CLIENT

Signature: ___________________________ Print Name: [_________________________] Title: [______________________________]

ACCOUNTANT

Signature: ___________________________ Print Name: [_________________________] Title: [______________________________]