Chapter 4 – Information Technology

49020.8.4 Confidentiality Agreements

• Requirements for confidentiality or non-disclosure agreements reflecting the department needs for the protection of information should be identified and regularly reviewed. Confidentiality and non-disclosure agreements protect organizational information and inform signatories of their responsibility to protect, use, and disclose information in a responsible and authorized manner.

• Confidentiality or non-disclosure agreements should address the requirement to protect confidential information using legally enforceable terms. To identify requirements for confidentiality or non-disclosure agreements, the following elements should be considered:

  • A definition of the information to be protected (e.g., confidential information);

  • Expected duration of an agreement, including cases where confidentiality might need to be maintained indefinitely;

  • Required actions when an agreement is terminated;

  • Responsibilities and actions of signatories to avoid unauthorized information disclosure (such as “need-to-know”);

  • Ownership of information, trade secrets and intellectual property, and how this relates to the protection of confidential information;

  • The permitted use of confidential information, and rights of the signatory to use information;

  • The right to audit and monitor activities that involve confidential information;

  • Process for notification and reporting of unauthorized disclosure or confidential information breaches;

  • Terms for information to be returned or destroyed at agreement cessation; and

  • Expected actions to be taken in case this agreement is breached.

• Based on the department’s security requirements, other elements may be needed in a confidentiality or non-disclosure agreement. Confidentiality and non-disclosure agreements should comply with all applicable laws and regulations for the jurisdiction to which it applies. Requirements for confidentiality and non-disclosure agreements should be reviewed periodically and when changes occur that influence these requirements.