Provided by:  Jennifer Kirschenbaum, Esq.
March 3, 2020
 
Question:

Jennifer,
 
When should I use a Confidentiality Agreement?  What is the main purpose of it?  The one I have in hand says it expires.  What is the point if it expires?

Dr. P 


Answer:

A Confidentiality Agreement is a key document you should have in place before you share proprietary information related to your practice.  Such information is typically financials (tax returns, P/Ls, ARs).  With patient records we would also procure a business associate agreement on file prior to sharing, so the obligation to maintain would be shifted/shared with the recipient.

The main purpose of a Confidentiality Agreement is pretty straightforward - to create a contractual obligation for information to be kept confidential.  There are typically exceptions built in for information that is recognized as available to the public.

To your point on expiration, most Confidentiality Agreements do have an expiration date, which is more of a drafting sticking point.  Arguably the agreement would not be enforceable if it had a term of forever.   Make sure prior to signing the outside date is long enough away that any shared information would be stale.

And, with all contracts, have any Confidentiality Agreement reviewed PRIOR to signing!