This employee nondisclosure agreement is between
1. CONFIDENTIAL INFORMATION.
In conjunction with the Employee's employment, the Company may (but is not required to) disclose to the Employee, or the Employee may develop or learn, Confidential Information. "Confidential Information" means:
2. OBLIGATION TO MAINTAIN CONFIDENTIALITY.
3. EXCLUSIONS.
The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that:
4. INVENTIONS.
5. RETURN OF PROPERTY.
At the Company's request,the Employee shall promptly (and no later than
If his or her employment is terminated or the Company so requests, the Employee shall sign and deliver to the Company the certification attached as Exhibit B.
6. THIRD-PARTY INFORMATION.
The Employee recognizes that the Company has received and, in the future, will receive confidential or proprietary information from third parties, subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of his or her employment and afterwards, the Employee owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation except as necessary in carrying out the Employee's work for the Company (consistent with the Company's agreement with such third party) or to use it for the benefit of anyone other than the Company or such third party (consistent with the Company's agreement with such third party) without the prior written consent of the Company. Any such information will be considered Confidential Information for purposes of this agreement.
7. FORMER EMPLOYER OR THIRD-PARTY CONFIDENTIAL INFORMATION.
The Employee understands that it is the Company's policy to maintain the rights of any party with which the Employee has a confidentiality or proprietary rights agreement. During his or her employment with the Company, the Employee may not improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity or bring onto the premises of the Company any unpublished document or proprietary information belonging to that employer, person, or entity unless the employer, person, or entity consents in writing. The Employee has no existing obligations to others that are inconsistent with any of the provisions in this agreement, except for those identified on Exhibit C.
8. NOTIFICATIONS.
The Employee hereby authorizes the Company to notify others, including customers of the Company and any future or prospective employers of the Employee, of the terms of this agreement and each party's rights and obligations in it.
9. OWNERSHIP RIGHTS.
The Employee acknowledges that the Confidential Information is and will be the Company's sole property, even if suggestions made by the Employee are incorporated into the Confidential Information. The Employee obtains no rights by license or otherwise in the Confidential Information under this agreement. The Employee may not use the Confidential Information as a basis on which to develop or have a third party develop a competing or similar undertaking.
10. CHOICE OF LAW; ATTORNEYS' FEES; EQUITABLE RELIEF.
11. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
12. ASSIGNMENT AND DELEGATION.
13. COUNTERPARTS; ELECTRONIC SIGNATURES.
14. SEVERABILITY.
If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
15. NOTICES.
16. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
17. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
18. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
19. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
20. NECESSARY ACTS; FURTHER ASSURANCES.
The parties shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
Date:______________________________ |
By:____________________________________________________________ Name: Title: |
Date:______________________________ | By:____________________________________________________________ Name: |
[PAGE BREAK HERE]
EXHIBIT A |
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP |
1. Except as listed in section 2 below, the following is a complete list of all Prior Inventions that were made, conceived, or first reduced to practice by the Employee, alone or jointly with others, before his or her employment by the Company:
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Title | Date | Identifying Number or Brief Description |
I have no inventions or improvements to list. | _____________ (Initials) |
I have attached _____ additional sheets to this Exhibit A. | _____________ (Initials) |
2. Because of an existing confidentiality agreement and the duties of confidentiality that the Employee owes to the parties listed below, the Employee cannot complete the disclosure in section 1 above with respect to the inventions or improvements listed generally below:
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Invention or Improvement | Party Names | Relationship |
I have attached _____ additional sheets to this Exhibit A. | _____________ (Initials) |
Date:____________________________________ | |
By:_______________________________________ Name: |
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EXHIBIT B |
CERTIFICATION |
This is to certify that I do not have in my possession, and I have not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any of these items, belonging to
I further certify that I have complied with the terms of the employee nondisclosure agreement signed by me, including the reporting of any inventions and original works of authorship (as defined in the agreement), conceived or made by me (solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the employee nondisclosure agreement, I will preserve as confidential all trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.
Date:____________________________________ |
By:_______________________________________ Name: |
[PAGE BREAK HERE]
EXHIBIT C |
LIST OF PRIOR CONFIDENTIALITY OBLIGATIONS |
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Date of Agreement or Obligation | Parties' Name | Brief Description |
I have no prior confidentiality obligations. | _____________ (Initials) |
I have attached _____ additional sheets to this Exhibit C. | _____________ (Initials) |
Date:____________________________________ |
By:_______________________________________ Name: |
How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
Most businesses have confidential and private information such as financial data, product plans, customer lists, and blueprints. Disclosing such information can cause significant harm to a company's business, mainly if it falls into the hands of competitors.
With today's technology, data can spread globally within hours or even minutes. That's why a comprehensive employee confidentiality non-disclosure agreement is crucial for safeguarding your information.
Here are the key benefits:
Creating non-disclosure agreements is the first of many steps in establishing a healthy, professional, and dispute-free workplace. It is always better to consider the following key aspects to protect your company and its employees:
It's always a good idea to thoroughly review the nondisclosure agreement after drafting it to ensure the terms and conditions apply to the specific employee. A personalized approach is often the best, as the requirements for each role may be unique.
To ensure the applicant understands the confidentiality agreement, it is a good idea to give them enough time to read and sign it, ideally a few days. Ensuring that the agreement's terms are crystal clear to all parties involved significantly reduces the chances of misunderstandings or disagreements. This will lead to a smoother and more efficient process for everyone involved.
Employees should sign employment agreements, including confidentiality agreements, before starting work. Sign two copies of the agreement, one for each party, ensuring both parties have a signed copy for their records.
It is vital to keep the employee's confidentiality agreement in their personnel file and other critical documents such as employment agreements, invention assignments, progress reports, and disciplinary actions.
It is important to remind employees that the materials they handle at work are confidential and proprietary. Even after signing a confidentiality agreement, employees need to remember the warnings and instructions provided. Therefore, it is recommended that your workplace follows the best practices and schedule annual meetings to review important employee policies, including those related to confidentiality. During these meetings, the HR department should maintain a record of attendees. Additionally, when your company shares confidential documents with employees, it is suggested to mark the document with the word "CONFIDENTIAL" written in bold letters on its front page.
Change is the only constant, which is undoubtedly true regarding employment. Therefore, companies must conduct an exit interview at the end of an employment relationship. During this meeting, the organization must remind the employees of their continuing obligations to the company, including maintaining confidentiality of information beyond the termination of their employment period.
The following provision-by-provision instructions will help you understand the terms of the employment confidentiality and non-disclosure agreement.
This initial section identifies the parties (i.e., the company and the employee). For an agreement to be enforceable, each party must benefit from the consideration. In nondisclosure agreements, the employer gets the employee's promise not to disclose secrets, and the employee gets employment (or continuing employment) from the company. It is best if the agreement is signed before the commencement of employment. If it isn't possible, the agreement must be signed at the time of hiring.
This clause defines confidential information for the agreement and highlights the importance of implementing adequate security measures to safeguard your company's proprietary information.
This section outlines the company's confidential information and the employee's obligation to maintain confidentiality.
If there are any exceptions to the general rules of non-disclosure, provide them here. These are the situations where an employee's disclosure of "confidential information" doesn't violate the agreement, e.g.,
It is crucial for all companies to maintain the confidentiality of their information and to avoid using another company's protected information. If an employee uses confidential information of their previous employer while working for you, it can negatively impact your business. The former employment provision reminds new employees of their obligations to you and their continuing obligations to their former employers, according to which they must protect the confidential information of their former employers.
This informs the employee that any third-party confidential information learned during employment is protected under the agreement, in addition to the company's confidential information.
This provision states that the employee must return all company property upon termination. It is crucial to communicate this policy clearly in the agreement and reiterate it in the employee handbook, exit materials, and severance agreements. It should be clear to them that employees must return all company property before leaving.
It's important to note that an employee may have ongoing responsibilities towards their former employer, even after their employment has ended. It includes the duty to safeguard any sensitive information to which they previously had access. The provision clarifies that the present company can inform the employee's future or prospective employer about these ongoing duties.
Due to the sensitive nature of its trade secrets, a company can include a provision allowing it to seek court remedies to prevent anyone from distributing additional information. This provision protects the company from any potential damages arising during the unauthorized release of confidential information.
For instance, if a former employee of Coke® were to disclose information regarding the "secret formula," which might be their biggest trade secret, it would severely impact Coke® and its business. In such a scenario, Coke® would likely pursue legal action to claim damages and obtain an order against further distributing their protected information.
During a company's lifetime, there may be instances where it merges with another company, acquires one or more businesses, or sells off some of its business divisions. In such cases, the company may transfer its agreement to a surviving entity or an affiliate without seeking the consent of its employees. With this provision, if the company changes ownership, the new owner won't be required to renegotiate the agreement. Instead, the agreement will remain in effect without any changes.
This provision serves as a reminder for employees to maintain confidentiality of protected business information and return company documents and any intellectual property after termination.
This protects the terms of the agreement as a whole, even if one part is later invalidated. It won't undo the entire agreement; instead, only the section dealing with notification would be invalidated, leaving the remainder of the agreement enforceable.
This clause states that regardless of where the parties sign the agreement or how they transmit signatures (via electronic devices such as computers or fax machines), all the separate pieces will be considered part of the same agreement. In today's fast-paced world, it isn't uncommon for the signing parties to be located in different cities, making it impossible for them to be physically present in the same room. This provision is an effective solution in such situations, enabling efficient business operations without compromising the agreement's validity.
This section allows the company to choose the governing laws of the state to interpret the document.
Using an online employee non-disclosure template makes the drafting of your NDA document much easier. Rather than spending much time creating your employee NDA from scratch, a template provides a preformatted structure where you can enter the required details and complete your agreement.
To start creating your NDA agreement, you can check LegalZoom’s employee NDA provided at the beginning of this page.
Non-disclosure agreements can be complex and can vary according to your varied business needs. LegalZoom’s NDA templates can be a good reference point for drafting legal clauses. However, it is advisable to seek an attorney's help to ensure compliance and legal protection.
LegalZoom’s business agreement templates are accessible with affordable form subscription plans. Along with the template, you also get access to a rich editor and eSignature service in our paid plans.
Employees may come across their company's private information, which they may not be directly responsible for. Additionally, they may have access to confidential information by attending meetings where sensitive matters are discussed.
Ensure that your employees understand what constitutes confidential information to prevent unauthorized disclosure. One way to achieve this is by having employee non-disclosure agreements, also known as Employee NDAs or confidentiality agreements, which
A company can create a work environment that emphasizes the importance of confidentiality for its employees. It can help prevent accidental disclosure of sensitive information and safeguard the business. When employees clearly understand the consequences of a breach, they'll be more careful in fulfilling their duties and responsibilities. In the event of a breach, having this knowledge can help the company defend itself and provide the necessary documentation to protect its interests.
Here's the information you'll need to complete your employee non-disclosure agreement and protect the confidential information of your company: