What should a cloud vendor NDA protect?

Cloud vendor NDAs should protect: infrastructure architecture and configurations, security controls and penetration test results, uptime metrics and SLA performance data, disaster recovery procedures, pricing structures and capacity planning, and any proprietary technologies or methodologies used in service delivery.

How are uptime SLAs related to NDA confidentiality?

While SLA terms are typically in service agreements, the actual performance metrics, incident reports, and availability data are often confidential. Disclosing poor uptime could harm competitive positioning, while sharing internal incident reports could reveal security vulnerabilities. Cloud vendor NDAs should protect this operational data.

Should security audit results be covered by NDA?

Yes. Security audit results, penetration test reports, and vulnerability assessments should be protected as confidential information. These documents reveal potential weaknesses that could be exploited if disclosed. NDAs should specify handling requirements for security documentation and limit who can access these sensitive reports.

What disaster recovery information needs NDA protection?

DR information requiring protection includes: recovery time objectives (RTO) and recovery point objectives (RPO), backup locations and procedures, failover architecture, business continuity plans, and incident response procedures. This information could be exploited by bad actors or competitors if disclosed.

Cloud Vendor NDA Generator | IaaS/PaaS Partnerships

☁️ Cloud Service Categories

🖥

Infrastructure (IaaS)

Virtual machines, storage, networking

AWS EC2, Azure VMs, GCP Compute
Block and object storage
Virtual networks and load balancers

🛠️

Platform (PaaS)

Managed databases, serverless, containers

Managed Kubernetes, ECS, AKS
RDS, Cloud SQL, Cosmos DB
Lambda, Cloud Functions, Azure Functions

🔧

Managed Services

Monitoring, security, DevOps

Managed SOC/SIEM services
Database administration
24/7 infrastructure support

🔒 Infrastructure Information Protection

Cloud vendor relationships involve sensitive technical information that requires confidentiality protection.

🏗️

Architecture Diagrams

Network topology, system design, and infrastructure layouts

🔐

Security Controls

Firewall rules, access policies, and encryption configurations

📊

Capacity Planning

Resource utilization, scaling thresholds, and growth projections

💰

Pricing Structures

Custom pricing, volume discounts, and commitment terms

Key Cloud Vendor NDA Provisions

🏗️

Infrastructure Architecture Confidentiality

Required

Protects technical details about cloud infrastructure including network designs, security configurations, and system architecture.

"Confidential Information" includes all infrastructure architecture information, including without limitation: network topology diagrams, security group configurations, load balancer settings, auto-scaling policies, container orchestration configurations, and any proprietary infrastructure-as-code templates or deployment scripts.

📊

SLA and Performance Data

Enterprise

Protects uptime metrics, performance benchmarks, and SLA compliance data that could affect competitive positioning.

All performance metrics, uptime statistics, latency measurements, and SLA compliance reports shall be treated as Confidential Information. Neither party shall use such information for competitive benchmarking or disclose to third parties without prior written consent.

🔒

Security Assessment Results

Required

Establishes confidentiality for security audits, penetration test results, and vulnerability assessments.

All security assessment documentation, including SOC 2 reports, penetration test results, vulnerability scans, and compliance audit findings, shall be treated as Highly Confidential. Access shall be limited to personnel with a documented need-to-know, and no copies shall be made without written authorization.

🚨

Incident Response Procedures

Recommended

Protects details about incident response capabilities, escalation procedures, and post-incident reports.

All incident response procedures, escalation matrices, post-incident reports, and root cause analyses shall be Confidential Information. Disclosure of incident details to third parties requires mutual written consent, except as required by law or regulation.

📊 SLA Metrics and Performance Data

Uptime and performance metrics are competitively sensitive and require confidentiality protection.

99.99%

Uptime Target

<50ms

Latency P99

15min

RTO Target

1hr

RPO Target

Actual SLA performance metrics, including uptime percentages, latency measurements, error rates, and any service credits issued, constitute Confidential Information. Neither party shall publish or disclose such metrics in case studies, marketing materials, or public statements without prior written approval.

🔐 Security Documentation Protection

Security audit results and penetration test reports require heightened confidentiality protections.

📋

SOC 2 Reports

Type I and Type II audit reports

🔍

Penetration Tests

External and internal pentest results

🛠️

Vulnerability Scans

Infrastructure vulnerability reports

Receiving Party acknowledges that security documentation reveals potential vulnerabilities. Such documentation shall be: (i) accessed only by authorized security personnel; (ii) stored in encrypted form with access logging; (iii) not copied or extracted without written consent; and (iv) returned or destroyed upon request or agreement termination.

🚨 Disaster Recovery Information

DR procedures, backup locations, and failover architecture require protection from disclosure.

Recovery Time Objective (RTO)

Maximum acceptable downtime after a disaster event

Recovery Point Objective (RPO)

Maximum acceptable data loss measured in time

All disaster recovery and business continuity information shall be treated as Highly Confidential, including: (i) backup facility locations and configurations; (ii) failover procedures and runbooks; (iii) RTO/RPO commitments and actual performance; (iv) data replication architecture; and (v) incident communication procedures. Unauthorized disclosure could enable malicious actors to exploit recovery processes.

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Related SaaS Templates

⚖️ Consult a Technology Attorney

Cloud vendor agreements involve complex technical and regulatory considerations. We recommend legal review for enterprise deployments or agreements involving critical infrastructure. Request a consultation.

Cloud Vendor NDA