Any agreement is only good when it is good for both parties.
At least it must contain:
a) Names of parties, fully identified, functions.
b) Object of the agreement, why it exists.
c) What is the responsibilities of each party.
d) What is the obligations of each party.
e) What each party expect from the other.
f) Target dates for job completion, and penalties
   for not doing it. Include here what both sides
   are responsible, development x support.
   Including also a possible job planning, with
   intermediate dates and review meetings.
g) Fees and Expenses payments and reimbursements.
   (prototypes components, test equipment, pcbs, etc.)
h) Compensation method, bonds, checks, when, how, where.
i) Starting Date.
j) Terminating Date, and if renewable, how it is done.
k) Cancellation details, in which error or failure of
   each side the agreement is automatically canceled.
   What is the responsibility for each other in this case.
   Who return what or compensate in which manner, etc.
l) Both sides can request cancellation, not only one,
   with an advanced time, 30, 60, or 90 days, by writing.
m) Jurisdiction for court dispute, define at least the
   state, (city is irrelevant). Each state has its own
   rules, so it can be favorable to one party to dispute
   according to the law of specific state... define it.
n) Both parties signature in front of a public notary.

I don't see several of this items in your agreement.
Remember, when you don't get paid, every word in the
agreement count to the court, and everything you worth
is at the agreement, nothing else.  I already did several
jobs with poor agreements, some of them was just verbal,
imagine who lost money... me or the contractor?

Confidentiality is just a part of any agreement, not the
principal subject of the agreement.  You don't have
access to confidential information if not to be used
in some higher subject, as a development or something
like that. Don't be fooled by only protect one side.

Remember, every single detail protecting one side must
have a reciprocal or advantage to the other, if not,
the whole agreement is polarized and it is not good.
--------------------------------------------------------
Wagner Lipnharski - UST Research Inc. - Orlando, Florida
Forum and microcontroller web site:  http://www.ustr.net
Microcontrollers Survey:  http://www.ustr.net/tellme.htm