Individual-level NDA template between a US firm or business and an offshore accountant or accounting provider. Confidentiality, IP assignment, data return, jurisdiction provisions. Sample language for US-offshore enforceability, common pitfalls, and when to require NDAs at the individual vs entity level.
Every offshore accounting engagement involves the disclosure of confidential business and client information – financial records, tax data, employee compensation details, strategic plans, pending transactions. A well-drafted NDA establishes the legal framework for protecting that information, sets consequences for breach, and creates enforceable obligations that survive the engagement. Without one, you rely entirely on the provider's internal policies, which may be inadequate or difficult to enforce.
For offshore engagements specifically, NDAs should address several issues that don't come up as often in domestic engagements: jurisdictional enforceability, post-engagement data return requirements, individual-level confidentiality obligations (not just entity-level), and the handling of subcontractors or replacement staff during the engagement.
Two-layer approach is standard:
Most professional offshore accounting providers (including ours) execute individual NDAs with every staff member assigned to your engagement, layered on top of the entity-level agreement. If your provider doesn't offer this structure, it's worth asking why.
The template below is a simplified individual-level NDA between a US firm/business ("Company") and an offshore accountant ("Recipient"). It covers confidentiality, IP assignment, data return, and jurisdictional provisions. Have your counsel adapt before use – this is not legal advice and cannot be used unchanged in every situation.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
This Agreement ("Agreement") is entered into between [COMPANY NAME], a [STATE] [corporation/LLC] ("Company"), and [ACCOUNTANT NAME] ("Recipient"), effective as of [DATE].
1. Purpose. Recipient is engaged directly or through a third-party service provider to perform accounting, bookkeeping, tax preparation, audit support, or other financial services for Company and/or Company's clients. In the course of performing these services, Recipient may receive, access, or have exposure to Confidential Information (as defined below).
2. Confidential Information. "Confidential Information" includes all non-public information disclosed to or accessed by Recipient in connection with the services, including but not limited to: financial statements, accounting records, tax returns and related information, client lists, pricing information, strategic plans, employee compensation data, trade secrets, software, processes, methodologies, and any information designated as confidential by Company. Confidential Information does not include information that is (a) publicly available through no breach of this Agreement, (b) rightfully received from a third party without confidentiality obligation, or (c) independently developed without reference to Confidential Information.
3. Obligations. Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purpose of performing services for Company, (c) not disclose Confidential Information to any third party except as expressly authorized by Company, (d) protect Confidential Information using at least the same care Recipient uses for Recipient's own confidential information (but in no case less than reasonable care), and (e) immediately notify Company of any unauthorized use or disclosure.
4. Intellectual Property. All work product created by Recipient in the course of performing services, including but not limited to process documentation, templates, workpapers, models, analyses, and any derivative works, shall be the sole property of Company. Recipient hereby assigns to Company all right, title, and interest in such work product, and agrees to execute any further documents reasonably requested by Company to perfect this assignment.
5. Data Return. Upon termination of the services or at Company's request at any time, Recipient shall (a) return to Company or destroy all Confidential Information in Recipient's possession, (b) provide written certification of return or destruction, and (c) retain no copies, except as required by applicable law or Recipient's service provider employer's document retention policies.
6. Term. This Agreement is effective as of the Effective Date and continues indefinitely. The confidentiality obligations in Section 3 survive termination of the services indefinitely with respect to trade secrets and for a period of five (5) years with respect to other Confidential Information.
7. Remedies. Recipient acknowledges that breach of this Agreement may cause irreparable harm to Company for which monetary damages would be inadequate. Company is entitled to seek injunctive relief in any court of competent jurisdiction, in addition to any other available legal or equitable remedies.
8. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of [STATE] without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its International Dispute Resolution Rules, with arbitration conducted in [NEUTRAL LOCATION] in English. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect Confidential Information or intellectual property.
9. Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remainder of the Agreement remains in effect.
[COMPANY NAME]: _____________________________ Date: _____________
Recipient: _____________________________ Date: _____________
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