Confidential and Proprietary Statement Examples: Short and Long Forms

A confidential and proprietary statement is the notice you attach to a document to declare that the information belongs to you and cannot be copied, shared, or used without permission. Below are practical examples for the situations most people need them for, along with the elements that separate a statement a court will credit from one it will dismiss as boilerplate. The stakes are concrete: under federal law, trade secret protection depends on the owner taking “reasonable measures” to keep information secret, and marking documents is one of the clearest measures courts look for.¹

Short-Form Examples for Emails, Decks, and Memos

Short statements do the job when space is tight and you need a formal notice on the record. Use the wording below, dropping in your legal entity name.

Email footer:

“This message contains confidential information belonging to [Company Name] and is intended solely for the designated recipient. Unauthorized copying, forwarding, or disclosure is prohibited. If you received this message in error, please notify the sender immediately and delete all copies.”

Slide deck or memo header:

“Proprietary Information of [Company Name]. Do Not Duplicate or Distribute.”

Internal-use restriction:

“Confidential — Internal Use Only. Not for distribution outside [Company Name] without written authorization.”

One caution about email footers specifically. Courts have generally found that simply receiving an email with a confidentiality disclaimer does not create a binding obligation on the recipient, because the recipient never agreed to the terms. The footer still supports attorney-client privilege claims when the email involves legal advice, and it documents your intent to keep the material restricted. Treat it as one layer, not the whole protection.

Long-Form Example for Formal Documents

Business plans, technical specifications, employee handbooks, and investor materials call for something more detailed. A comprehensive statement reads roughly like this:

“This document and all information contained in it are the exclusive property of [Full Legal Entity Name]. No portion of this document may be reproduced, stored in a retrieval system, or transmitted in any form without the prior written consent of [Entity Name]. Upon termination of the business relationship or upon request, the recipient must return or destroy all copies of this document and certify in writing that no copies have been retained.”

Confidentiality agreements filed with the SEC show how parties typically define “Confidential Information” broadly, covering information furnished orally, in writing, or electronically that is proprietary or not generally available to the public.² These agreements identify both parties by full legal name and often specify that even the existence of the agreement itself is confidential.

Elements Every Statement Needs

Whether short or long, the statement should include a few things. Miss one and enforcement gets harder.

Owner identification. Use the full legal name from your incorporation or LLC filing, not a DBA or abbreviation. Ambiguity about who owns the information weakens enforcement.
Clear labeling. An explicit “Confidential,” “Proprietary,” or both. Avoid stamping every document as confidential regardless of content; over-marking dilutes the designation and a court may read it as reflexive rather than deliberate.
Description of what is covered. “Financial projections, customer lists, product designs, pricing models, and software source code” carries far more weight in court than “all proprietary information.”
Use restrictions. A plain description of what the recipient cannot do: copy, distribute, disclose to unauthorized people, or use for any purpose beyond the reason you provided the information.
Duration. Common choices are a fixed period (three to five years after disclosure), the duration of the business relationship plus a set number of years, or as long as the information qualifies as a trade secret under applicable law. Trade secrets can be protected indefinitely as long as they remain secret.
Document dates and version numbers. These establish when the proprietary claim began, which matters if someone later argues the information was already public at the time.
Third-party information. If you hold confidential data belonging to clients or vendors, the statement should cover it explicitly so recipients understand the obligation extends past information your company created.

Compelled Disclosure Language

A thorough statement addresses what happens if the recipient receives a subpoena or court order. Without this language, a recipient who complies with a legal demand could argue they had no duty to warn you. Standard provisions require the recipient to notify you promptly in writing (if legally permitted), cooperate with your efforts to seek a protective order, and disclose only the minimum information legally required. A court order overrides your agreement, but the recipient should still limit the damage.

Standard Exclusions

A well-drafted statement carves out information that does not qualify as confidential. Skipping these makes the whole document look unreasonable and harder to enforce:

Public information already available through no fault of the recipient.
Prior knowledge the recipient can prove they held before you disclosed it.
Third-party disclosure received from someone with no confidentiality obligation to you.
Independent development created by the recipient without using or referencing your information.

The independent development carve-out matters more than most drafters realize. Without it, a company that receives your information could face misappropriation accusations for products developed entirely in-house whenever the ideas happen to overlap.

The Whistleblower Notice Required in Employee and Contractor Agreements

If your confidentiality language appears in an employment contract, consulting agreement, or any other agreement with a worker that governs trade secrets, federal law requires you to include a specific whistleblower immunity notice.³ The requirement applies to every agreement entered into or updated since the Defend Trade Secrets Act took effect in 2016.

The notice must tell the employee or contractor that they are immune from criminal and civil liability under federal and state trade secret laws if they disclose a trade secret in confidence to a government official or attorney to report a suspected legal violation, or if they disclose it in a court filing made under seal. You do not have to reproduce the full statutory text. You can satisfy the requirement by cross-referencing a company policy document that explains these rights, provided the employee actually receives that policy.³

The penalty for skipping the notice is not a fine. If an employee misappropriates your trade secrets willfully and maliciously and you never provided the required notice, you cannot recover exemplary damages (up to double your actual damages) or attorney fees under the DTSA.⁴ That can mean leaving significant money on the table because of a paragraph you forgot to include.

Where to Place the Statement So It Actually Works

A statement nobody sees is worse than useless because it creates a false sense of security. Placement should make the notice hard to miss.

On printed or digital documents, put the statement on the cover page and in the footer of every subsequent page. If pages get separated or someone takes screenshots, the footer travels with the content. Headers marked “Confidential” work the same way and matter more for documents printed single-sided.

For PDFs and other digital files, embed ownership information in the document metadata. That layer persists even if someone strips the visible text. Background watermarks on each page discourage unauthorized screenshots and photocopying because the watermark shows up in any reproduction.

Physical documents need their own protocols. Restrict access to locked storage rather than leaving sensitive materials in open cabinets. The FTC recommends regularly evaluating who has access to sensitive information (including employees and outside vendors) and limiting access to people who need it.⁵ Shred physical copies and securely delete digital ones when they are no longer needed. If you hold third-party confidential information, keep it separated from your own data both physically and digitally; when it gets mixed together, returning or destroying it on demand becomes nearly impossible.

Courts look at the full picture of how you handled the materials, not just whether you stamped them. Federal courts have specifically recognized that proprietary legends combined with access restrictions and employee confidentiality agreements can satisfy the “reasonable measures” requirement. Failing to label materials, or adding markings only after a dispute has already started, can undermine your claim entirely.⁶

Special Marking Rules for Government Contracts

Standard statements are not enough if your business provides technical data or software to the federal government. The Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement prescribe specific legends. Use the wrong one and the government may acquire broader rights to your data than you intended.

Under the FAR, technical data developed entirely at private expense that qualifies as a trade secret or confidential commercial information must carry a “Limited Rights Notice” restricting the government from using it for manufacturing or disclosing it outside the government without your written permission. Software developed at private expense gets a “Restricted Rights Notice” with more detailed use limitations.⁷ Defense contracts require rights in technical data to be determined at the “lowest practicable level,” so you can assert different levels of protection for different portions of the same deliverable depending on how each portion was funded.⁸ The marking requirements are exacting, and getting them wrong can strip your protections retroactively. Have someone who specializes in government procurement review your legends before submission.

What Enforcement Looks Like If Someone Breaches

A statement is only as strong as the consequences behind it. On the civil side, the DTSA lets the trade secret owner seek an injunction, actual damages, damages for unjust enrichment not captured in the actual loss, or in the alternative a reasonable royalty. When the misappropriation was willful and malicious, the court can add exemplary damages up to double the compensatory award plus reasonable attorney fees.⁴

Criminal penalties are steeper. Under 18 U.S.C. § 1832, an individual convicted of stealing trade secrets faces up to 10 years in federal prison. An organization convicted of the same offense faces fines up to the greater of $5,000,000 or three times the value of the stolen trade secret, including the research and development costs the organization avoided by stealing rather than building.⁹ When the theft benefits a foreign government or agent, the penalties climb to up to 15 years in prison and fines up to $10,000,000 or three times the value under 18 U.S.C. § 1831.¹⁰

None of these remedies are automatic. Whether you can pursue them depends on whether you treated the information as confidential in the first place, which is what the statement, markings, and handling protocols are for. Get those right and you have the evidentiary foundation you will need if you ever have to enforce your rights.

1
Office of the Law Revision Counsel. 18 USC 1839 – Definitions
2
U.S. Securities and Exchange Commission. Confidentiality Agreement
3
Office of the Law Revision Counsel. 18 USC 1833 – Immunity From Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing
4
Office of the Law Revision Counsel. 18 USC 1836 – Civil Proceedings
5
Federal Trade Commission. Protecting Personal Information: A Guide for Business
6
Federal Judicial Center. Trade Secret Case Management Judicial Guide
7
Acquisition.GOV. FAR 52.227-14 – Rights in Data-General
8
Acquisition.GOV. DFARS 252.227-7013 – Rights in Technical Data Other Than Commercial Products and Commercial Services
9
Office of the Law Revision Counsel. 18 USC 1832 – Theft of Trade Secrets
10
Office of the Law Revision Counsel. 18 USC 1831 – Economic Espionage