Non-Disclosure Agreement
Protect client tax data with a Pennsylvania-specific non-disclosure agreement for tax preparation firms. Comply with GLBA, IRC, and PA Unfair Trade Practices while safely
Fill the form
Customized fields for your role
Preview live
See your document update in real time
Download PDF
Free watermarked or $9 clean copy
Tax Preparation Firms servicing clients across Pennsylvania frequently encounter situations where sensitive client information—including W-2 forms, 1099 statements, deduction schedules, depreciation... Read more
Customize your Non-Disclosure Agreement
17 fields · Takes about 2 minutes
Accept terms in the form to enable downloads
Customize your Non-Disclosure Agreement
17 fields · Takes about 2 minutes
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 client tax information, including but not limited to W-2, 1099, deduction, or depreciation data, may constitute an unfair or deceptive act under the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.). The Receiving Party agrees to indemnify the Disclosing Party for any civil penalties, restitution, or attorney fees assessed against the tax preparation firm as a result of such breach. This provision is required to maintain the tax preparer's good standing with the Pennsylvania Department of State and to avoid referral to the IRS Office of Professional Responsibility under Treasury Department Circular 230. The parties further agree that any violation shall trigger immediate reporting obligations consistent with the Gramm-Leach-Bliley Act safeguards rule.
Both parties covenant to maintain administrative, technical, and physical safeguards for all client nonpublic personal information as mandated by the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and further reinforced by Pennsylvania’s data privacy expectations for PTIN holders. The Receiving Party shall implement controls at least as stringent as those required for IRS e-file providers and shall promptly notify the Disclosing Party within the timeframe specified in the form if any suspected breach occurs. Failure to do so may result in liability for identity theft losses and potential revocation of the tax preparation firm’s ability to represent clients before the IRS under Circular 230 § 10.51.
In the event of a breach involving employee or contractor access to confidential tax files, liability is expressly limited to direct damages and shall not exceed the amount paid under any related service agreement, consistent with Pennsylvania’s Wage Payment and Collection Law (43 P.S. § 260.1 et seq.) which governs timely payment and record-keeping obligations. The Disclosing Party, a Pennsylvania tax preparation firm, maintains Errors and Omissions coverage; however, the Receiving Party waives any claim for consequential damages, lost profits, or punitive awards. This clause ensures compliance with State Board of Accountancy Regulations when CPA-level services are involved and prevents escalation of disputes that could trigger IRS penalties under the Internal Revenue Code.
Where the tax preparation firm provides services at a client’s residence, the Receiving Party agrees that any contract or subcontract involving the handling of client tax documents shall comply with the Pennsylvania Home Improvement Consumer Protection Act (73 P.S. § 517.1 et seq.). Confidential information obtained during such on-site preparation shall be treated with heightened security protocols, including locked transport containers and encrypted digital transmission. Any violation that results in a consumer complaint filed with the Pennsylvania Attorney General shall constitute a material breach of this non-disclosure agreement for tax preparation firm in Pennsylvania, allowing for immediate termination and recovery of all related legal costs.
[client tax data 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: ___________________
Tax Preparation Firms servicing clients across Pennsylvania frequently encounter situations where sensitive client information—including W-2 forms, 1099 statements, deduction schedules, depreciation records, and estimated tax calculations—must be shared with independent contractors, software vendors, or referral partners. A standard NDA is insufficient; Pennsylvania tax preparers require a tailored non-disclosure agreement for tax preparation firm in Pennsylvania that addresses unique risks such as IRS penalties for data breaches, Errors and Omissions (E&O) liability from mishandled amended returns, and identity theft of client financial data. This document explicitly incorporates Pennsylvania’s 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 aligns with the Home Improvement Consumer Protection Act where applicable to home-based tax services. Without it, firms risk costly disputes over confidentiality of client tax records or unauthorized disclosure during collaborative return preparation. Our Pennsylvania-focused NDA clearly defines obligations under the Gramm-Leach-Bliley Act (GLBA) and Treasury Department Circular 230, helping you limit liability, enforce return or destruction of materials, and specify remedies for breach. Protect your PTIN-registered practice, maintain client trust, and ensure compliance with both federal IRC standards and Pennsylvania-specific statutes before sharing any confidential tax data.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Tax Preparation Firm:
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.
Breach of Confidentiality
Implement and maintain Data Protection Policies, comply with GLBA requirements, and use confidentiality agreements to protect client data.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Internal Revenue Code (IRC)
Governs all federal tax-related activities including tax preparation. Tax preparers must comply with the rules and standards defined by the IRS under the IRC.
Enforced by Internal Revenue Service (IRS)
Treasury Department Circular 230
Sets forth regulations governing practice before the IRS, including the duties and restrictions relating to tax preparers and standards of competence.
Enforced by U.S. Department of the Treasury
Gramm-Leach-Bliley Act (GLBA)
Requires tax preparers to protect the privacy of consumer financial information, specifically ensuring safeguards for client data.
Enforced by Federal Trade Commission (FTC)
State Board of Accountancy Regulations
State-specific regulations which may require registration of tax preparation firms, especially if they offer CPA services.
Enforced by State Board of Accountancy
Recommended coverage: Errors and Omissions (E&O) Insurance · General Liability Insurance · Cyber Liability Insurance · Fidelity Bonds
Pennsylvania tax preparation firms handle highly regulated data under the Internal Revenue Code (IRC) and Treasury Department Circular 230. A generic NDA fails to address Pennsylvania-specific requirements such as the Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1) and the right-to-know implications under state privacy rules. Our form includes tailored definitions for W-2, 1099, and amended return data, ensuring compliance with GLBA safeguards and limiting E&O exposure unique to Pennsylvania practices.
The agreement specifically protects all client tax records including income statements, deduction worksheets, depreciation schedules, estimated tax payments, and any amended return documentation. It excludes publicly available data per standard exclusions while mandating protection consistent with the Gramm-Leach-Bliley Act and Pennsylvania’s data privacy expectations for licensed preparers holding a PTIN.
The term is customizable but must survive at least five years after termination or the return of all materials, in line with IRS record retention guidelines under Circular 230 and Pennsylvania’s statute of limitations for contract claims. Surviving obligations continue indefinitely for trade secrets related to proprietary tax preparation methods.
The agreement provides for injunctive relief, monetary damages, and attorney fees as permitted under Pennsylvania law and the Unfair Trade Practices and Consumer Protection Law. It also references potential IRS sanctions under Circular 230 for any breach that compromises client tax data, giving your firm strong enforcement mechanisms.
Non-Disclosure Agreement
Protect your custom flash designs and shop trade secrets with a Texas-compliant NDA. Built for tattoo artists under Texas Bus. & Com. Code requirements.
Non-Disclosure Agreement
Protect your codebase and IP with an Ohio-compliant NDA. Includes Ohio Rev. Code § 1335.05 and Trade Secret protections for freelance software developers.
Non-Disclosure Agreement
Protect client PHI and session notes with a Florida-specific Non-Disclosure Agreement for mental health counselors. HIPAA, 42 CFR Part 2, and Fla. Stat. § 542.335 ready.
Non-Disclosure Agreement
Create a New York-compliant NDA for courier service operators. Protect route data, last-mile logistics, and customer lists under NY SHIELD Act and NY General Obligations Law.
Non-Disclosure Agreement
Protect client tax data with a tailored non-disclosure agreement for tax preparation firm in New York. Complies with NY SHIELD Act, GLBA, and IRS Circular 230 to prevent
Power of Attorney
Secure compliant Pennsylvania Power of Attorney documents for tax preparation. Adhere to Circular 230, IRS IRC, and PA-specific statutes to protect your firm.
Bill of Sale
Protect your Washington tax preparation firm with a compliant Bill of Sale. Tailored for CPAs and PTIN holders under WA Consumer Protection Act and IRC standards. Draft,签
Power of Attorney
Secure Power of Attorney for Minnesota tax firms. Comply with Circular 230, the MN Consumer Fraud Act, and GLBA while managing client IRS and state tax matters.