Non-Disclosure Agreement
Protect client confidences and avoid malpractice with a Pennsylvania-specific Non-Disclosure Agreement tailored for solo practice attorneys. Complies with PA Unfair Trade
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As a solo practice attorney in Pennsylvania, you routinely share sensitive client files, discovery materials, and settlement strategies with paralegals, expert witnesses, or co-counsel during complex... Read more
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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:
"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.
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.
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.
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.
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.
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.
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.
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.
9.1 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.
The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information may constitute an unfair method of competition or deceptive act under the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.). In addition to any other remedies available, the Disclosing Party shall be entitled to recover reasonable attorney fees and costs incurred in enforcing this provision, consistent with the statute’s allowance for such recovery when a solo practice attorney’s client confidences are compromised. This clause is intended to deter conduct that could expose the solo attorney to both civil liability and disciplinary review by the Pennsylvania Disciplinary Board.
When the Receiving Party is a contracted paralegal or support professional compensated on an hourly or per-matter basis, such party expressly agrees that any breach of this Non-Disclosure Agreement shall constitute grounds for immediate withholding of final payment until all Confidential Information has been returned or certified destroyed, in accordance with the Pennsylvania Wage Payment and Collection Law (43 P.S. § 260.1 et seq.). This provision protects the solo practice attorney from continued exposure while satisfying the statute’s requirements governing timely payment of earned wages and the right to set off damages caused by the recipient’s breach.
In matters involving construction defect litigation or home improvement disputes, the parties acknowledge that any plans, bids, or proprietary contractor information disclosed under this Agreement is further protected by the Pennsylvania Home Improvement Consumer Protection Act (73 P.S. § 517.1 et seq.). The Receiving Party warrants that it will not use such information to solicit the Disclosing Party’s clients or to circumvent the licensing and registration requirements imposed by the Act. Any violation shall be deemed a material breach, triggering the remedies set forth herein and potential referral to the Pennsylvania Attorney General’s Office.
Both parties certify that they have conducted a conflict-of-interest check in accordance with Pennsylvania’s adoption of the Model Rules of Professional Conduct, Rule 1.6 (Confidentiality of Information) and Rule 1.7 (Conflict of Interest: Current Clients). The Receiving Party further acknowledges the solo practice attorney’s ongoing fiduciary duty to the client and agrees that any use or disclosure beyond the scope of this Non-Disclosure Agreement may subject both parties to disciplinary proceedings before the Pennsylvania Supreme Court Disciplinary Board. This certification is a material representation upon which the solo attorney relies in making the disclosure.
[protected information types]
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: ___________________
As a solo practice attorney in Pennsylvania, you routinely share sensitive client files, discovery materials, and settlement strategies with paralegals, expert witnesses, or co-counsel during complex litigation. One concrete scenario occurs when a solo attorney handling a high-stakes medical malpractice case in Philadelphia must disclose protected health information and strategic case evaluations to a contracted nurse reviewer; without a robust NDA, a breach could trigger both HIPAA violations and a Pennsylvania Bar disciplinary complaint under the Model Rules of Professional Conduct. Pennsylvania’s strict rules on client confidentiality, combined with the PA Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.), the Wage Payment and Collection Law (43 P.S. § 260.1 et seq.), and the Home Improvement Consumer Protection Act, expose solo practitioners to malpractice liability, fee disputes, and conflicts of interest far more acutely than larger firms. This Non-Disclosure Agreement for Solo Practice Attorney in Pennsylvania is drafted to mitigate those exact risks by clearly defining protected information, imposing strict return-of-materials obligations, and incorporating Pennsylvania governing law and jurisdiction clauses. Using this document helps you meet your fiduciary duty, avoid missed deadlines caused by data leaks, and demonstrate compliance during Bar audits or malpractice insurance renewals. Whether you are drafting retainers, managing pro bono matters, or exchanging billable-hour records, this Pennsylvania-specific NDA provides the enforceable shield every solo attorney needs to safeguard both their practice and their clients’ trust.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Solo Practice Attorney:
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.
Client Confidentiality Breaches
Include confidentiality clauses in retainer agreements and implement rigorous data security measures.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Model Rules of Professional Conduct
Governs ethics, responsibilities, and professional conduct of attorneys. Each state adapts these rules into its own professional responsibility code.
Enforced by American Bar Association, State Bar Associations
State Bar Admission Rules
Each state has its own rules and procedures for admission to practice law, which include educational and character requirements.
Enforced by State Supreme Courts or State Bar Associations
Gramm-Leach-Bliley Act (GLBA)
Requires financial institutions, including law firms handling client financial information, to protect such information.
Enforced by Federal Trade Commission (FTC)
Health Insurance Portability and Accountability Act (HIPAA)
Applies if the attorney deals with healthcare information. It mandates the protection of sensitive patient data.
Enforced by Department of Health and Human Services (HHS) Office for Civil Rights
Federal Rules of Civil Procedure
Governs procedural rules for civil lawsuits in United States federal district courts, impacting how solo attorneys manage these suits.
Enforced by Federal Judicial Center
Recommended coverage: Professional Liability Insurance (Malpractice Insurance) · General Liability Insurance · Cyber Liability Insurance · Business Owner's Policy (BOP)
Solo practice attorneys in Pennsylvania face unique malpractice exposure under the Pennsylvania Rules of Professional Conduct and the PA Unfair Trade Practices and Consumer Protection Law. A generic NDA often omits required definitions of “confidential information” that include protected health information under HIPAA or discovery materials governed by the Federal Rules of Civil Procedure. Our form ensures Pennsylvania-specific jurisdiction, clear duration of obligations, and remedies that align with 42 Pa.C.S. § 8322, reducing the risk of fee disputes or Bar complaints that frequently arise when solo attorneys share case files with independent contractors.
This NDA contains detailed obligations of the receiving party and mandatory return-or-destroy provisions that directly support a solo attorney’s fiduciary duty under Pennsylvania’s Rules of Professional Conduct. It also includes permitted-disclosure exceptions only for employees or agents with a need-to-know, which helps prevent inadvertent leaks that lead to malpractice claims. Pennsylvania’s Right-to-Know Law further requires precise handling of public-record overlaps; our clause accounts for that statutory nuance so your solo practice remains compliant.
Yes. The agreement satisfies Pennsylvania’s Statute of Frauds (33 Pa.C.S. § 6) by being in writing, identifying the parties, and containing mutual consideration. It selects Pennsylvania governing law and venue, which courts routinely uphold. Remedies for breach include injunctive relief consistent with Pennsylvania equity precedents, and the severability clause protects the remainder if any provision is challenged. Solo attorneys should still obtain signed copies and retain them with each client or vendor file.
Absolutely. The form includes a specific expert-witness addendum field and language tailored to the discovery process under the Pennsylvania Rules of Civil Procedure. It requires experts to acknowledge that any use of the disclosed information is strictly limited to the pending matter, thereby reducing conflicts of interest and protecting against unauthorized future use that could trigger disciplinary action by the Pennsylvania Bar.
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