Governs visitor policies, badge requirements, escort protocols, and security procedures when accessing the disclosing party's physical premises.
Medium Complexity
What This Clause Does
A facility access clause establishes the rules and procedures that govern when and how the Receiving Party (or its representatives) may enter the Disclosing Party's physical premises. This includes requirements for advance notice, visitor registration, badge protocols, designated escort requirements, restricted area limitations, and compliance with on-site security policies. The clause ensures that physical access is controlled, documented, and limited to legitimate business purposes related to the NDA.
Why This Clause Matters
Physical Security: Prevents unauthorized access to sensitive areas where confidential information, prototypes, manufacturing processes, or proprietary equipment may be visible or accessible.
Accountability: Creates a documented record of who accessed the facility, when, and for what purpose, which is critical if a confidentiality breach occurs.
Compliance Requirements: Many industries (defense, healthcare, finance) have regulatory requirements mandating controlled facility access and visitor logging.
Trade Secret Protection: Physical access controls are a key element courts consider when determining whether reasonable measures were taken to protect trade secrets.
Operational Security: Limits exposure of confidential business operations, employee activities, and internal processes to outside parties.
Legal Context
Facility access provisions support trade secret protection under the Defend Trade Secrets Act (DTSA) and state Uniform Trade Secrets Acts. Courts evaluate whether companies took "reasonable measures" to maintain secrecy, and physical access controls are a critical factor. In regulated industries, facility access requirements may be mandated by ITAR, HIPAA, PCI-DSS, or government contract requirements. Failure to enforce facility access provisions can undermine claims of confidentiality in subsequent litigation.
Facility Access
The Receiving Party agrees that any access to the Disclosing Party's facilities shall be subject to the Disclosing Party's standard visitor policies and security procedures. The Receiving Party shall provide reasonable advance notice before any visit and shall comply with all sign-in requirements, badge protocols, and escort procedures as directed by the Disclosing Party.
Basic Version: Simple reference to existing visitor policies. Appropriate for standard business visits where the Disclosing Party has established security procedures. Relies on policies being communicated separately.
Facility Access and Security Protocols
1. Prior Authorization. The Receiving Party shall not enter any facility of the Disclosing Party without prior written authorization. Requests for facility access must be submitted at least five (5) business days in advance and shall include the names of all individuals requiring access, the purpose of the visit, and the expected duration.
2. Visitor Registration. Upon arrival, all visitors shall register at the designated security checkpoint, present valid government-issued photo identification, and sign the Disclosing Party's visitor log and any required confidentiality acknowledgments.
3. Badge Requirements. Visitors shall wear visitor badges in a visible location at all times while on premises. Badges must be returned upon departure and shall not be shared, duplicated, or retained.
4. Escort Requirements. Unless otherwise authorized in writing, visitors shall be accompanied by a designated employee of the Disclosing Party at all times and shall only access areas specifically authorized for the visit.
5. Compliance with Policies. The Receiving Party shall comply with all posted security rules, safety requirements, and verbal instructions from security personnel. The Disclosing Party reserves the right to deny or revoke access at any time for any reason.
6. Restricted Areas. Access to manufacturing floors, research laboratories, server rooms, and other designated restricted areas requires separate written approval and may be subject to additional security measures.
Standard Version: Comprehensive coverage with specific procedures for authorization, registration, badges, escorts, and restricted areas. Appropriate for manufacturing, R&D, or technology companies with sensitive operations.
Facility Access, Security, and Monitoring
1. Strict Access Control. Access to any Disclosing Party facility is a privilege, not a right, and may be granted, conditioned, limited, or revoked at the Disclosing Party's sole and absolute discretion. No access shall occur without express prior written approval from the Disclosing Party's Security Department.
2. Background Verification. The Disclosing Party reserves the right to require background checks, security clearance verification, or other screening for any individual seeking facility access. The Receiving Party shall provide all information necessary to complete such verification and shall not permit any individual to access the facility until cleared.
3. Comprehensive Visitor Protocol. All visitors shall:
(a) Submit access requests at least ten (10) business days in advance;
(b) Provide full legal names, employer information, citizenship status, and purpose of visit;
(c) Present two forms of government-issued identification upon arrival;
(d) Submit to search of bags, briefcases, and personal effects;
(e) Surrender all electronic devices, cameras, and recording equipment at the security checkpoint;
(f) Sign confidentiality acknowledgments and liability waivers;
(g) Wear tamper-evident visitor badges at all times.
4. Continuous Escort. Visitors shall be escorted at all times by authorized Disclosing Party personnel. Visitors shall not be left unattended under any circumstances and shall not deviate from authorized routes or areas.
5. Surveillance Notice. The Receiving Party acknowledges that all facility areas may be subject to video surveillance, audio monitoring, and electronic access logging. By entering the facility, visitors consent to such monitoring.
6. Prohibited Items. The following items are strictly prohibited: cameras, smartphones, tablets, laptops, USB drives, external storage devices, recording equipment, and any items capable of capturing or storing data, unless specifically pre-approved in writing.
7. Immediate Removal. The Disclosing Party may immediately remove any visitor who violates these provisions, refuses to comply with security instructions, or is deemed a security risk, without liability or obligation to provide a reason.
8. Indemnification. The Receiving Party shall indemnify and hold harmless the Disclosing Party from any claims, damages, or losses arising from the Receiving Party's or its representatives' presence on the Disclosing Party's premises, including personal injury and property damage.
Warning - Highly Restrictive: This version imposes significant burdens including device surrender, background checks, surveillance consent, and broad indemnification. Appropriate for defense contractors, high-security R&D facilities, or government-classified environments. Receiving Party should negotiate to narrow scope and remove indemnification.
1
Request Advance Policy Review: Ask for copies of visitor policies and security procedures before signing. You should know what you're agreeing to comply with, especially if violations could constitute a breach of the NDA.
2
Negotiate Notice Periods: If the required advance notice is too long (e.g., 10+ business days), negotiate for shorter periods or emergency access provisions for time-sensitive business needs.
3
Clarify Device Policies: If you need to bring laptops or phones for presentations or work, negotiate specific exceptions. Get written pre-approval for necessary devices rather than agreeing to a blanket prohibition.
4
Limit Background Check Scope: If background checks are required, negotiate for the Disclosing Party to bear the cost and limit the information collected to what is genuinely necessary for security purposes.
5
Push Back on Broad Indemnification: Facility access indemnification should be limited to gross negligence or willful misconduct, not ordinary incidents. You should not be liable for all injuries or damages simply by visiting.
6
Define "Restricted Areas" Clearly: Vague references to restricted areas create uncertainty. Request a list or map of restricted zones so you know where you can and cannot go during visits.
Blanket Device Prohibition Without Exceptions
Provisions requiring surrender of all electronic devices with no exception process make legitimate business collaboration difficult. Insist on a pre-approval mechanism for necessary equipment.
Unlimited Surveillance Consent
Language requiring consent to "any and all monitoring" without limits could include recording private conversations or retaining footage indefinitely. Narrow the scope to security-related monitoring only.
Unreasonable Advance Notice Requirements
Notice periods of 10+ business days for routine visits can impede legitimate business activities. This may be a negotiating tactic rather than a genuine security need.
Broad Indemnification for Facility Visits
Provisions making you liable for any injury, loss, or damage during visits, regardless of fault, transfer unreasonable risk. Indemnification should be limited to your negligent or wrongful acts.
Citizenship or Background Requirements Without Justification
Unless the facility involves export-controlled technology or government contracts, requirements for citizenship disclosure or extensive background checks may be unnecessary and invasive.
Facility access provisions are critical for protecting physical security. Consider your industry's regulatory requirements and the sensitivity of on-site operations.