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Non-Disclosure Agreement

Non-Disclosure Agreement for Mental Health Counselor in Pennsylvania

Protect client PHI and clinical notes with a Pennsylvania-specific non-disclosure agreement for mental health counselors. HIPAA, 42 CFR Part 2, and PA licensing compliant

By The PaperForge Editorial Team·Last updated August 22, 2026
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As a licensed mental health counselor practicing in Pennsylvania, you frequently share sensitive client records, treatment plans, and DSM-based assessments with administrative staff, consulting... Read more

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Terms

Be specific: trade secrets, client lists, financial data, proprietary processes, etc.

Parties
Signatures

List items such as session notes, treatment plans, DSM-5 diagnoses, substance use records, and any PHI under HIPAA and 42 CFR Part 2.

Non-Disclosure Agreement

Legal Document

This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and

WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and

WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.

2. Obligations of Receiving Party

The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.

3. Permitted Disclosures

Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.

4. Term and Duration

This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.

5. Return of Materials

Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.

6. No License or Warranty

Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.

7. Remedies

The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.

8. Governing Law and Jurisdiction

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.

9. Miscellaneous

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.

Additional Provisions

Compliance with Pennsylvania Licensing Board and HIPAA

The Receiving Party agrees to maintain all client information in strict compliance with the regulations of the Pennsylvania State Board of Social Workers, Marriage and Family Therapists and Professional Counselors, the Health Insurance Portability and Accountability Act (HIPAA), and 42 CFR Part 2 where applicable. Any disclosure of Protected Health Information must be limited to the minimum necessary and only for purposes authorized by the Disclosing Party or required by Pennsylvania law. The Receiving Party shall immediately notify the Disclosing Party of any suspected breach so that required reporting to the Pennsylvania Department of Health or HHS OCR can occur within mandated timeframes. This clause survives termination of the agreement.

Duty to Warn and Protect Obligations

In accordance with Pennsylvania common law adopting the duty-to-warn principles and 42 CFR Part 2, the Receiving Party acknowledges that confidentiality may be breached if the Disclosing Party determines there is imminent danger of harm to the client or a readily identifiable third party. The Receiving Party shall not disclose any information beyond what is legally required to fulfill this duty and shall cooperate fully with the Disclosing Party in documenting and limiting such disclosures. This provision is required to protect the counselor from malpractice liability while ensuring compliance with Pennsylvania licensing standards and federal confidentiality rules.

Record Retention and Destruction Aligned with Pennsylvania Law

All confidential materials, including treatment notes, informed consent documentation, and electronic records, must be returned to the Disclosing Party or securely destroyed using HIPAA-compliant methods no later than thirty days after termination of this agreement or the end of the professional relationship, whichever is later. Destruction must follow guidelines consistent with the Pennsylvania State Board record-keeping requirements and 13 Pa.C.S. § 2201 standards for written agreements. The Receiving Party shall provide written certification of destruction upon request. This clause ensures ongoing protection of client privacy and prevents violations that could trigger disciplinary proceedings.

Prohibition on Scope Creep and Unauthorized Practice

The Receiving Party warrants that they will not engage in any activities that could be construed as practicing mental health counseling or providing clinical advice outside the scope of their defined role. Any such actions would violate the Pennsylvania licensing statutes and the counselor’s professional ethical standards. The Receiving Party agrees to refer all clinical questions back to the Disclosing Party and to maintain clear professional boundaries. This warranty is made to avoid joint liability under Pennsylvania malpractice standards and to preserve the integrity of the therapeutic alliance and the Disclosing Party’s license.

Additional Details

Name of Supervisee, Intern, or Contractor: [supervisee or staff name]
Your Pennsylvania License Type and Number: [license type]
Specific Categories of Confidential Client Information Covered:

[client info categories]

Recipient Acknowledges Duty-to-Warn Exceptions Under Pennsylvania Law: No
Preferred Method of Confidential Record Destruction: [record destruction method]
Weekly Supervised Clinical Hours (if applicable): [supervision hours per week]
Name of Third-Party Billing or EHR Service (if any): [billing service name]
Both Parties Agree to Comply with Pennsylvania State Board Licensing Rules: Yes

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.

Disclosing Party

Name: Disclosing Party

Date: ___________________

Receiving Party

Name: Receiving Party

Date: ___________________

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Why You Need This Non-Disclosure Agreement

As a licensed mental health counselor practicing in Pennsylvania, you frequently share sensitive client records, treatment plans, and DSM-based assessments with administrative staff, consulting psychiatrists, or supervised interns. A Pennsylvania-specific non-disclosure agreement for mental health counselor in Pennsylvania is essential when a new office manager begins handling your electronic health records or when you partner with a billing service that accesses Protected Health Information. Pennsylvania’s adoption of the Uniform Commercial Code under 13 Pa.C.S. § 2201 and the strict confidentiality mandates of HIPAA and 42 CFR Part 2 require clear, written agreements that survive beyond employment termination. Without a tailored NDA, counselors risk licensing violations from the Pennsylvania State Board of Social Workers, Marriage and Family Therapists and Professional Counselors, fee disputes under the Wage Payment and Collection Law (43 P.S. § 260.1), or malpractice claims when confidential notes are inadvertently disclosed. This document spells out exactly what constitutes confidential client information, your duty-to-warn exceptions, record return protocols, and remedies tied to Pennsylvania law, giving you enforceable protection that generic templates cannot provide. Use it before onboarding any contractor or employee who will touch client data to safeguard the therapeutic alliance and your professional license.

Confidentiality & Trade Secret Protections

What This NDA Protects

Beyond the standard non-disclosure agreement sections, this template adds fields specific to Mental Health Counselor:

+Name of Supervisee, Intern, or Contractor
+Your Pennsylvania License Type and Number
+Specific Categories of Confidential Client Information Covered
+Recipient Acknowledges Duty-to-Warn Exceptions Under Pennsylvania Law
+Preferred Method of Confidential Record Destruction
+Weekly Supervised Clinical Hours (if applicable)
+Name of Third-Party Billing or EHR Service (if any)
+Both Parties Agree to Comply with Pennsylvania State Board Licensing Rules

The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.

Disclosure Risks in Your Industry

Confidentiality Breaches

Include comprehensive confidentiality clauses in informed consent forms and establish strict record-keeping protocols.

Duty to Warn and Protect

Clearly define circumstances under which confidentiality may be breached in the informed consent and maintain regular supervision and consultation to evaluate such risks.

Trade Secret Law in Pennsylvania

13 Pa.C.S. § 2201 — Pennsylvania has adopted the Uniform Commercial Code (UCC) with some local adaptations. Under 13 Pa.C.S. § 2201, certain contracts for the sale of goods of $500 or more must be in writing to be enforceable, similar to the UCC but with specific Pennsylvania interpretations regarding merchant exceptions.
33 Pa.C.S. § 6 — Pennsylvania's statute of frauds, which requires certain contracts to be in writing to be enforceable, including leases over three years, certain real estate transactions, and agreements that cannot be performed within one year.

What Makes This NDA Enforceable

For this non-disclosure agreement to be legally valid:

  • +The document must be signed by both parties to manifest mutual consent.
  • +Clear identification of the parties involved must be present.
  • +Consideration must be present, which could be mutual disclosure or as part of another contract.
  • +The agreement should be in writing to satisfy SOF (Statute of Frauds) requirements in contexts involving trade secrets.
  • +In some states, NDAs involving employees may need to be signed with additional consideration if presented after the start of employment.

Common mistakes to avoid:

  • !Failing to clearly define what constitutes 'Confidential Information', leading to ambiguities.
  • !Not specifying the duration of the confidentiality obligation, which can result in indefinite or unenforceable terms.
  • !Excluding a clear description of what happens to confidential information after the termination of the agreement.
  • !Omitting jurisdiction and governing law which can lead to complexities in case of legal disputes.
  • !Neglecting to include remedies for breach which can limit legal recourse.

Pennsylvania-Specific Provisions to Watch

  • +Pennsylvania is a separate property state, not community property.
  • +The state’s unique treatment under implied warranties for goods, differing slightly from UCC.
  • +Specific statutes related to coal mining and mineral rights impact property and contract laws, unique to the state's industry history.
  • +The state's right-to-know law offers broad access to public records, impacting information privacy.
  • +Penn Act 58 allows for unique cooperative housing structures involving legal and financial responsibilities.

Regulations Mental Health Counselor Must Know

Health Insurance Portability and Accountability Act (HIPAA)

This regulation governs the privacy and security of patient information. Mental health counselors must comply with HIPAA to ensure the protection of client health information (PHI).

Enforced by Health and Human Services Office for Civil Rights (HHS OCR)

42 CFR Part 2

These regulations pertain to the confidentiality of substance use disorder patient records. Any counselor dealing with clients in addiction recovery must ensure compliance to protect patient information.

Enforced by Substance Abuse and Mental Health Services Administration (SAMHSA)

State Licensing Laws and Regulations

Each state has its specific laws and regulations that govern the licensure of mental health counselors. For example, the New York State Education Department regulates professional licensure in New York.

Enforced by State Licensing Boards

Licensing & Insurance for Mental Health Counselor

  • +Master's degree in Counseling or a related field
  • +Passing score on the National Counselor Examination (NCE) or an equivalent state exam
  • +Completion of post-graduate supervised clinical experience (typically 2,000 to 3,000 hours)
  • +Maintenance of state-specific licensing requirements such as continuing education

Recommended coverage: Professional Liability Insurance (Malpractice Insurance) · General Liability Insurance · Cyber Liability Insurance · Workers' Compensation Insurance (if applicable)

Contract Pitfalls Specific to Mental Health Counselor

  • !Informed Consent Clarity: Ensuring that all client agreements clearly explain the limits of confidentiality and circumstances for disclosure.
  • !Fee Disputes: Clear agreements on service costs, payment schedules, and handling of non-payment in contracts.
  • !Scope of Practice: Clearly defining the counselor's role and avoiding advice outside their expertise in contractual agreements to prevent any scope creep.
  • !Termination of Services: Clear clauses on how and why therapeutic relationships may be concluded to protect both parties.
  • !Record Keeping and Documentation: Articulating how records will be maintained, stored, and shared, ensuring compliance with HIPAA and other confidentiality laws.

Frequently Asked Questions

01

Why does a mental health counselor in Pennsylvania need a specialized NDA instead of a generic one?

Pennsylvania mental health counselors operate under unique constraints including HIPAA, 42 CFR Part 2 for substance use records, and state licensing rules enforced by the PA State Board. A generic NDA fails to address duty-to-warn exceptions, required destruction timelines for PHI, or references to 13 Pa.C.S. § 2201 and the Right-to-Know Law. This Pennsylvania-specific non-disclosure agreement for mental health counselor in Pennsylvania includes tailored definitions, permitted disclosures, and remedies aligned with state statutes, preventing licensing violations and malpractice exposure.

02

What client information must be listed as confidential in the NDA?

The NDA must explicitly define confidential information to include session notes, treatment plans, DSM diagnoses, informed consent forms, and any data covered by HIPAA and 42 CFR Part 2. For Pennsylvania counselors, this also encompasses records that could trigger duty-to-warn obligations under state case law. Clearly listing these prevents ambiguity that could lead to breaches and subsequent disciplinary action by the Pennsylvania licensing board.

03

How long should confidentiality obligations last for a Pennsylvania mental health counselor?

Pennsylvania law does not impose a fixed statutory period, but best practice under HIPAA and 42 CFR Part 2 is to maintain confidentiality indefinitely or for at least seven years after the last client contact, consistent with record retention rules. The NDA should specify a surviving obligation of not less than five years, with perpetual protection for psychotherapy notes and any information that could identify a client. This duration protects against future claims while remaining enforceable under Pennsylvania contract law.

04

Can this NDA address duty-to-warn situations required in Pennsylvania?

Yes. The permitted disclosures section should explicitly reference the counselor’s obligations under Pennsylvania law and the Tarasoff duty-to-warn standard adopted by state courts. The clause allows disclosure when there is imminent risk of harm to the client or identifiable third parties, while still requiring the receiving party to maintain confidentiality for all other information. This balances legal mandates with client privacy.

Non-Disclosure Agreement for Mental Health Counselor by state

State laws affect what must be in this document. Pick your jurisdiction.

  • Florida
  • Georgia
  • Illinois
  • New Jersey
  • New York
  • Ohio
  • Texas

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