"Employee Non-disclosure Agreement Template"

What Is an Employee Non-Disclosure Agreement?

An Employee Non-Disclosure Agreement is a legal contract signed between an employee and employer in which an employee is legally bound not to disclose certain types of information that they have access to due to their employment in a company. The purpose of the agreement is to secure the employer and their business from any potential information leakage that can be harmful to them.

Alternate Name:

  • Employee Confidentiality Agreement.

Businesses can use a Non-Disclosure Agreement to protect different types of confidential information, which can include know-how, trade secrets, software, client base, technical information, data about goods produced by the company, and other types of proprietary data.

The agreement is supposed to guide the party, which has received access to the confidential information, on how to work with such information, how to protect it, and what they are not allowed to do in any case.

An Employee Confidentiality Agreement template can be downloaded below, or you can make your own using our online form builder.

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How to Make an Employee Confidentiality Agreement?

Before making a contract, a filer should research the state law and check if there are any specific regulations on this subject. Some states have restrictions concerning different aspects of the agreement, like time frame or location. Generally, an Employee Confidentiality Agreement Form should contain parts, which include the following:

  • Title. The document should start with a title for the convenience of both of the involved parties;
  • Parties Involved. Here parties should enter their names and state their title in the deal. Usually, an employer is a disclosing party and an employee is a receiving party;
  • Relationship. In this part of the document, parties should designate the nature of their relationship by stating the requisites of the employment contract, or any other document which their relationship is based on;
  • Subjects. Parties may use this section of an agreement to describe which exact confidential information an employee is bound from disclosing, and what kind of actions a receiving party may or may not perform;
  • Time Frame. The period of time while the agreement is in power should be stated here. It can be presented by dates or by a time frame;
  • Rights and Responsibilities. It should be the biggest section of the contract since filers must describe in detail the rights and responsibilities of each party. In the future, it will help to avoid potential misunderstandings;
  • Penalties. Here a filer should list fines and any other possible penalties that might be applied to the parties if they violate the contract;
  • Governing Law. The agreement must contain a clause about the state law in accordance with which it should be governed;
  • Contact Information. The employer and the employee must state their contact information for notification purposes. It should include a mailing address, email, and telephone number. If parties are using representatives, they should state their contact information as well;
  • Signatures. To state their will and express their agreement with everything written in the document, parties must sign the contract.

Depending on the circumstances of the situation and the state law, filers can include other sections in the document, such as non-compete clauses, jurisdiction, fees and expenses, severability, etc.

An Employee Confidentiality Agreement is the best way to protect a business from unsolicited data leakage. However, the penalties might be applied only after litigation, in which the company will have to prove their right to secure any of their sensitive information. Lawsuit practices are different from state to state, to learn more about it a filer should make an arrangement with a local lawyer.

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Download "Employee Non-disclosure Agreement Template"

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Employee Non-Disclosure Agreement
This ​ E mployee Non-Disclosure Agreement (hereinafter referred to as the “Agreement”)
is entered into as of _________________ by and between ________________________,
with a mailing address of __________________________________________________
(hereinafter referred to as the “Company”) and ________________________, with a
mailing address of ______________________________________________________
(hereinafter referred to as the “Employee”), collectively referred to as the “Parties,” both
of whom agree to be bound by this Agreement.
The Company has requested and the Employee agrees that the Employee will
protect the confidential material and information which may be disclosed between
the Company and the Employee. Therefore, the Parties agree as follows:
1. Trade Secrets. During the course of Employee employment with the Company, there
may be disclosed to the Employee certain trade secrets, confidential and/or proprietary
business information of or regarding the Company, consisting of but not necessarily
limited to:
● Technical information. Resource estimates and/or projections, methods,
processes, formulae, compositions, systems, techniques, inventions, machines,
computer programs, research projects, and experimental or developmental work,
relating to any project or organization;
● Business information. Business and development plans, investor and customer
lists, pricing data, sources of supply, financial data, marketing, production, and
merchandising systems or plans and operation plans, investor transactions, stock,
and/or warrant ownership.
The abovementioned information will hereinafter be referred to as the “Confidential
Information.”
2. Confidential Information. ​ C onfidential Information includes all information
described in Section 1, and any other trade secrets and/or confidential and/or proprietary
business information of or regarding the Company (including information created or
developed, in whole or in part, by the Employee), which is not generally known about the
Company or about its business.
©​ ​ ​ ​
T EMPLATEROLLER.COM
Employee Non-Disclosure Agreement
This ​ E mployee Non-Disclosure Agreement (hereinafter referred to as the “Agreement”)
is entered into as of _________________ by and between ________________________,
with a mailing address of __________________________________________________
(hereinafter referred to as the “Company”) and ________________________, with a
mailing address of ______________________________________________________
(hereinafter referred to as the “Employee”), collectively referred to as the “Parties,” both
of whom agree to be bound by this Agreement.
The Company has requested and the Employee agrees that the Employee will
protect the confidential material and information which may be disclosed between
the Company and the Employee. Therefore, the Parties agree as follows:
1. Trade Secrets. During the course of Employee employment with the Company, there
may be disclosed to the Employee certain trade secrets, confidential and/or proprietary
business information of or regarding the Company, consisting of but not necessarily
limited to:
● Technical information. Resource estimates and/or projections, methods,
processes, formulae, compositions, systems, techniques, inventions, machines,
computer programs, research projects, and experimental or developmental work,
relating to any project or organization;
● Business information. Business and development plans, investor and customer
lists, pricing data, sources of supply, financial data, marketing, production, and
merchandising systems or plans and operation plans, investor transactions, stock,
and/or warrant ownership.
The abovementioned information will hereinafter be referred to as the “Confidential
Information.”
2. Confidential Information. ​ C onfidential Information includes all information
described in Section 1, and any other trade secrets and/or confidential and/or proprietary
business information of or regarding the Company (including information created or
developed, in whole or in part, by the Employee), which is not generally known about the
Company or about its business.
©​ ​ ​ ​
T EMPLATEROLLER.COM
Confidential Information includes not only the information itself, but also all documents
containing such information, and any and all such information maintained in electronic or
other forms.
For purposes of this Agreement, Confidential Information will not include any
information which the Employee can establish was publicly known or becomes publicly
known and made generally available after disclosure to the Employee by the Company,
through means other than the Employee’s breach of their obligations under this
Agreement.
3. Use of Confidential Information. ​ T he Employee agrees that, except in promoting the
Company’s business, and as necessary in performing the duties of their employment with
the Company, the Employee will not use in any manner, directly or indirectly, any
Confidential Information.
The Employee agrees that they will never use any Confidential Information for their own
benefit or for the benefit of any person or entity other than the Company, and will not
permit or allow any Confidential Information to be used in competition with the
Company.
The Employee acknowledges and agrees that all Confidential Information is the exclusive
property of the Company, and the Employee has no independent or individual claim to
such Confidential Information for any purpose. During their employment with the
Company and at all times thereafter, the Employee will take all reasonable steps to
prevent any unauthorized disclosure or use of any and all Confidential Information. The
Employee further agrees to notify the Company immediately in the event that they
become aware of any unauthorized use or disclosure of Confidential Information.
4. Employee at Will. ​ T he Employee understands and agrees that they are being
employed for an indefinite term, and are an “employee at will” whose employment with
the Company can be terminated by either the Employee or the Company at any time, for
any reason, or for no reason at all, with or without advance notice.
5. Actions After Termination. ​ T he Employee agrees to the following:
● After termination, the Employee will return to the Company all documents and
property of Company, even if not marked “confidential” or “proprietary,”
including but not necessarily limited to drawings, blueprints, reports, manuals,
©​ ​ ​ ​
T EMPLATEROLLER.COM
correspondence, customer and/or investor lists, computer programs, and all other
materials and all copies thereof relating in any way to Company’s business.
● After termination, the Employee will not retain copies, notes, or abstracts of the
aforementioned materials.
● The Company may notify any future or prospective Company or third party of the
existence of this Agreement. The Company will be entitled to injunctive relief for
any or threatened breach of this Agreement, in addition to all other available
remedies, including the recovery of monetary damages.
● This Agreement will be binding upon the Employee and their personal
representatives and successors-in-interest and will insure to the benefit of the
Company, its successors, and assigns.
6. Governing Law. ​ T he Parties agree that this Agreement will be governed by the laws
of ______________________.
S tate
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
COMPANY
EMPLOYEE
Name: _____________________
Name: _____________________
Signed: ____________________
Signed: ____________________
Date: ______________________
Date: ______________________
©​ ​ ​ ​
T EMPLATEROLLER.COM
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