Employee Non-Disclosure Agreement Template

Learn about the key elements of an employee non-disclosure agreement and see our non-disclosure agreement templates.

Template 1: Employee Non-Disclosure Agreement

This Employee Non-Disclosure Agreement (“Agreement”) is entered into between [Company Name] (“Company”) and [Employee Name] (“Employee”) effective as of [Effective Date].

Purpose: The purpose of this Agreement is to protect the confidential and proprietary information of the Company and its affiliates.
Definition of Confidential Information: Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, marketing strategies, software codes, and any other information that is not publicly available.
Obligations of the Employee: The Employee agrees to keep all Confidential Information strictly confidential and to take all necessary measures to prevent its unauthorized use, disclosure, or dissemination. The Employee shall only use the Confidential Information for legitimate business purposes within the scope of their employment.
Permitted Disclosures: The Employee may disclose Confidential Information only to individuals within the Company who have a legitimate need to know and have signed a similar non-disclosure agreement. Disclosure may also be permitted when required by law, court order, or governmental regulations, provided that the Employee gives the Company prompt notice to allow the Company to seek a protective order.
Return of Company Property: Upon termination of employment, the Employee shall promptly return all Company property, including documents, files, data, equipment, and any other materials containing or relating to Confidential Information.
Non-Competition and Non-Solicitation: The Employee agrees that during the term of employment and for a specified period after termination, they will not engage in any business or activity that directly competes with the Company or solicit Company employees or clients without prior written consent.
Remedies: The Employee acknowledges that a breach of this Agreement may cause irreparable harm to the Company. In the event of a breach, the Company may seek injunctive relief, damages, or any other appropriate legal remedies.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, or representations, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Employee Non-Disclosure Agreement as of the Effective Date.

[Company Name] Authorized Signatory

[Employee Name] Employee

Please note that this template is provided for informational purposes only and should be reviewed and customized by a qualified legal professional to ensure compliance with applicable laws and regulations specific to your jurisdiction and business needs.

Template 2: Employee Non-Disclosure Agreement

This Employee Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between [Company Name] (“Company”) and [Employee Name] (“Employee”) as of [Effective Date].

Purpose: The purpose of this Agreement is to protect the confidential and proprietary information of the Company. The Company entrusts the Employee with sensitive information that must be safeguarded from unauthorized use, disclosure, or dissemination.
Confidential Information: Confidential Information refers to any non-public information, including trade secrets, client data, marketing strategies, financial records, product plans, technical know-how, and any other proprietary information or materials disclosed by the Company to the Employee during the course of their employment.
Obligations of the Employee: The Employee acknowledges that the Confidential Information is of critical importance to the Company and undertakes to maintain its confidentiality. The Employee shall not disclose, reproduce, use, or exploit the Confidential Information for any purpose other than fulfilling their job responsibilities within the Company.
Non-Disclosure and Non-Use: The Employee agrees not to disclose the Confidential Information to any third party without the prior written consent of the Company, except as required by law. Furthermore, the Employee agrees not to use the Confidential Information for personal gain or in any manner that may be detrimental to the Company’s interests.
Return of Company Property: Upon termination of employment or at the Company’s request, the Employee shall promptly return all Company property, including documents, records, data, electronic files, and any other materials containing or relating to the Confidential Information.
Non-Competition and Non-Solicitation: During the term of employment and for a specified period following the termination of employment, the Employee shall refrain from engaging in any competitive activities that directly compete with the business of the Company. The Employee also agrees not to solicit or attempt to solicit the Company’s clients, customers, employees, or contractors for personal gain or on behalf of a competitor.
Remedies: The Employee acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm to the Company. In addition to any other legal remedies available, the Company shall be entitled to seek injunctive relief, specific performance, or equitable remedies to enforce the terms of this Agreement.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes any prior agreements or understandings, whether oral or written, relating to the Confidential Information.

IN WITNESS WHEREOF, the parties have executed this Employee Confidentiality and Non-Disclosure Agreement as of the Effective Date.

[Company Name] Authorized Signatory

[Employee Name] Employee

FAQ

What should an Employee Non-Disclosure Agreement include?

An Employee Non-Disclosure Agreement should contain several essential elements to ensure the protection of confidential information. Here are some key components that should be included:

Definition of confidential information: Clearly define what constitutes confidential information within the context of the agreement. This can encompass trade secrets, proprietary data, client information, financial records, intellectual property, or any other sensitive information specific to your company.
Scope of the agreement: Specify the duration of the agreement's validity and the scope of information covered. It should address both the employee's duty to protect confidential information during employment and after termination of employment.
Obligations of the employee: Outline the employee's responsibilities regarding the handling, use, and disclosure of confidential information. This includes refraining from unauthorized sharing, reproducing, or exploiting such information, as well as the duty to return any company property upon termination.
Permitted disclosures: Specify situations where the employee may be required or authorized to disclose confidential information, such as legal obligations or with written consent from the company.
Consequences of breach: Clearly state the consequences of breaching the agreement, including potential legal actions and remedies available to the company.
Governing law and jurisdiction: Specify the governing law under which the agreement is interpreted, as well as the jurisdiction for any legal proceedings that may arise.

It is important to consult with legal professionals to customize the Employee Non-Disclosure Agreement to comply with applicable laws and regulations and to address specific company needs.

Who is responsible for creating the Employee Non-Disclosure Agreement?

Creating an Employee Non-Disclosure Agreement is typically the responsibility of the company's legal department or legal professionals familiar with employment law. They ensure that the agreement complies with relevant laws and regulations and adequately protects the company's interests. Collaborating with HR professionals, executives, and stakeholders may also be necessary to address specific requirements and align the agreement with the company's policies and practices.

What format should the Employee Non-Disclosure Agreement be in?

The Employee Non-Disclosure Agreement should be in written form and presented as a legally binding document. It is recommended to have it in a format that can be easily stored, shared, and referenced. Commonly, Employee Non-Disclosure Agreements are prepared as digital or physical documents, depending on the company's preference and internal document management systems. It is important to ensure that the agreement is clearly legible and includes spaces for employee signatures, dates, and any necessary witness signatures.

Other HR Templates you may like:

Employee Non-Disclosure Agreement Template

Template 1: Employee Non-Disclosure Agreement

Template 2: Employee Non-Disclosure Agreement

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