Employee Non-Disclosure Agreement (NDA) Template

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An Employee Non-Disclosure Agreement is a confidentiality contract between an employer and an employee restricting the disclosure of company information. It is used to protect proprietary data, client lists, and internal processes.
EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

 , an individual registered at   (hereinafter referred to as the "Employer"), and  , an individual registered at   (hereinafter referred to as the "Employee"), collectively referred to as the "Parties" and individually as a "Party". 

WHEREAS both Parties acknowledge the sensitive nature of the information to be disclosed and undertake to keep it confidential;

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, the Parties have agreed as follows:

SUBJECT OF THE AGREEMENT. This Agreement is entered into due to the Employee's engagement with the Employer and is intended to ensure the confidentiality of specific information and materials to which the Employee may have access during the Employee's employment. Both Parties acknowledge that the Employer may grant the Employee access to confidential and proprietary information, and the primary objective of this Agreement is to prevent the unauthorized disclosure or utilization of such information (the "Purpose").

CONFIDENTIAL INFORMATION. Confidential information includes any non-public information, whether written, oral, electronic, or any other form, relating to the Employer's business, whether or not owned or developed by the Employer. This information is marked confidential or should reasonably be understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure (the "Confidential Information").

The Confidential Information excludes the following:

  • Information that was already known to the Employee before disclosure by the Employer;

  • Information that became publicly known through no fault of the Employee;

  • Information disclosed by operation of law;

  • Information independently developed by the Employee without reference to the Confidential Information of the Employer.

NON-DISCLOSURE OBLIGATIONS. The Employee agrees to:

  • Not disclose the Confidential Information to third parties without the prior written consent of the Employer;

  • Not copy or modify the Confidential Information without the Employer's prior written consent;

  • Use the Confidential Information exclusively for the purpose of performing Employee's duties for the Employer;

  • Take all reasonable precautions to protect the Confidential Information, including but not limited to implementing appropriate security measures;

  • Notify the Employer immediately of any disclosures that become known to the Employee.

PERMITTED DISCLOSURE. The Employee is allowed to disclose the Confidential Information as required by law, court order, or governmental regulation. In such circumstances, the Employee shall promptly notify the Employer of the necessary disclosure and cooperate with the Employer to protect the confidentiality of the information. The Employee may also disclose the Confidential Information with the written consent of the Employer.

TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue during the entire Employee's employment with the Employer and for a period of   after the termination of the Employee's employment.

RETURN OF THE CONFIDENTIAL INFORMATION. Upon termination of the Employee's employment relationship or under the written request of the Employer, the Employee shall promptly return to the Employer all documents, records, and other materials containing or relating to the Confidential Information. The Employee shall permanently delete any electronic copies of the Confidential Information in the Employee's possession.

OWNERSHIP OF INFORMATION. The Employee acknowledges and agrees that all Confidential Information is the exclusive property of the Employer, and the Employee shall have no right, title, or interest in such information except as expressly provided in this Agreement.

REMEDIES. In the event of a breach of this Agreement, the Employer may seek injunctive relief, monetary damages, or other remedies permitted by law.

In the event of a breach of this Agreement, the Employee is obligated to compensate the Employer for damages, costs, and expenses resulting from such violation and to pay the Employer a penalty of   for each confirmed violation case. 

NOTICE. Any notice or communication required to be given under this Agreement shall be sufficiently given if delivered personally or by certified mail, a return receipt requested to the address set forth in the opening paragraph or to such other address as one Party may have furnished to the other Party in writing. It may also be delivered to the email address set forth below.

If to the Employer:  ;

If to the Employee:  .

Either Party may change the registered mail or email address for receipt of notices by giving written notice to the other Party. 

GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of  , except for its conflict of laws principles. Any action or proceeding resulting from or related to this Agreement shall be resolved by the courts located in the State of  . 

SEVERABILITY. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall still be valid and enforceable. 

 

ASSIGNMENT. Neither Party may assign or transfer this Agreement without obtaining prior written consent from the non-assigning Party, which approval shall not be unreasonably withheld.

WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.

ENTIRE AGREEMENT. This written Agreement constitutes the entire understanding between the Parties and supersedes any prior oral or written agreements.

 

AMENDMENTS. This Agreement may only be modified, or any rights under it waived, by a written document signed by both Parties. 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

THE EMPLOYER

THE EMPLOYEE

 

 , USA


 

_________________________

(Place for signature)

 

 

 

 , USA

 

 

___________________________

(Place for signature)

 

 

 

Written by Megan Thompson - Reviewed by Kate Adkham

Template Description

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Paper titled "Employee Non-Disclosure Agreement"; man and woman shaking hands

An employee non-disclosure agreement (NDA) is an essential document for safeguarding confidential information within the employer-employee relationship. Whether you're an employer seeking to protect your trade secrets or an employee entrusted with valuable proprietary knowledge, an employee non-disclosure agreement template provides a reliable framework for maintaining the confidentiality of sensitive information.

With customizable templates from Loio, you can ensure that your employee NDA is tailored to your specific needs while adhering to legal requirements. 

When To Use an Employee NDA

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Using an employee non-disclosure agreement template could be beneficial in various work situations due to the following advantages:

  • Agreement on confidentiality duration

  • Employer and employee understand their obligations

  • The consequences of a breach are outlined

Ultimately, if you and the employee decide not to make use of an NDA, you might not experience the same protections for your business secrets.

Parties of the Employee NDA

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In an employee non-disclosure agreement (NDA), two key parties are involved.

  • The disclosing party (employer): This entity or individual shares confidential information and holds the rights to it. The disclosing party seeks to safeguard its intellectual property, trade secrets, and proprietary knowledge from unauthorized disclosure or use. They have the right to expect the confidential information to be kept confidential, used only for authorized purposes, and protected from unauthorized disclosure. 

  • The receiving party (employee): This individual gains access to the confidential information as part of their employment. As the receiving party, they must uphold the terms of the NDA and ensure the confidentiality of the information entrusted to them. This includes refraining from disclosing or misusing confidential information and taking necessary measures to protect it from unauthorized access.

Key Terms

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  1. Confidential Information: Defines the type of information the NDA covers, including trade secrets, customer data, marketing strategies, intellectual property, financial information, and other proprietary knowledge.

  2. Non-Disclosure Obligations: Outlines the employee's responsibilities concerning protecting, non-disclosing, and using confidential information.

  3. Non-Compete Clause: Specifies whether the employee is restricted from competing with the employer during employment or for a certain period after termination.

  4. Exceptions: Sets forth situations in which confidential information can be disclosed without violating the NDA, such as when required by law or with prior written consent from the employer. 

  5. Term and Termination: Establishes the duration of the NDA and the conditions under which it may be terminated, ensuring that the obligations persist even after the employment relationship ends.

How To Write an Employee NDA

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Whether you are an employer aiming to protect your business secrets or an employee ensuring to abide by the agreement rules, you can quickly generate a professional employee non-disclosure agreement. Create a PDF file using Loio Templates and deliberate the agreement terms with the counterparty. Once you have procured the fillable NDA for employees template, comply with the steps below to personalize your document:

  1. Ensure clarity on the transaction details by studying any points in a bare employee NDA template drafted during initial conversations with the parties involved.

  2. When composing the non-disclosure agreement for employees, it's important to use the employee agreement example and any available NDAs as a guide. Incorporate the names of all parties in the preamble, along with their contact details. In this non-disclosure form for employees, remember to clearly specify the commencement date of the contract and its end date.

  3. Insert an exhaustive list of crucial terms and definitions throughout the NDA to elucidate unclear terms. For instance, the writer may refer to sensitive information protected through the NDA as "Confidential Information." However, defining what comprises the "Confidential Information clearly is crucial."

  4. Start by outlining the confidential information in the business relationship, then deliberate on each party's role and responsibilities. This consists of any information the employee is required to keep confidential and any obligations the employer will have. 

  5. Offer an in-depth description of the remedies in case of breach of the agreement, including potential penalties and restitution. This is also an ideal place to denote any restrictions with non-disclosure and non-compete clauses.

  6. Include the protective measures of the agreement and the consequences if any party breaches it. You can also consider including exceptions to confidential information, term duration, jurisdiction, and dispute resolution.

  7. Ensure all parties understand the contract details along with their respective obligations and expectations. Proceed to revise the NDA as frequently as necessary until an agreement is reached.

  8. For an NDA to have legal force, a lawful representative of each party must sign and date it.

If you want your NDA to hold its ground among potential parties, make sure to learn about writing non-disclosure forms and include all the technicalities in your NDA, then document it in writing. Ensure to employ simple language and transparent terms when learning to draft one.

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