Non Disclosure Agreement Employee Sample

Employee Non-Disclosure Agreement

Document ID: TR-NDA-EMP-001 Effective Date: [____/____/2026]

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Instructions for Use:

• This form must be completed by the Human Resources Department in conjunction with the prospective or current employee prior to the commencement of or during employment.
• Retain the signed original in the employee's personnel file for a minimum of seven (7) years post-termination of employment, or as required by local statutory and regulatory compliance. A copy should be provided to the employee.
• No mandatory attachments unless specific exhibits defining "Confidential Information" (e.g., project lists, specific trade secrets) are required, in which case they should be appended and referenced in Section 3.

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THIS EMPLOYEE NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of the Effective Date by and between:

1. PARTIES:

• Company: [__________] (hereinafter "Company"), a corporation organized and existing under the laws of the State of [__________], with its principal place of business at [__________].
• Employee: [__________] (hereinafter "Employee"), an individual residing at [__________].

2. RECITALS:

A. The Company is engaged in the business of [__________]. B. The Employee is being employed or is currently employed by the Company in the position of [__________]. C. In the course of Employee's employment, Employee will be exposed to, acquire, or create Confidential Information (as defined below) belonging to the Company. D. The Company desires to protect its Confidential Information, and the Employee agrees to be bound by the terms of this Agreement.

3. DEFINITION OF CONFIDENTIAL INFORMATION:

"Confidential Information" means any and all non-public information, data, or materials of the Company, whether commercial, financial, technical, operational, or otherwise, and whether in written, oral, graphic, electronic, or any other form, that is disclosed to, learned by, or developed by Employee during the course of employment, including but not limited to:

• Business Information: Customer lists, marketing strategies, sales data, pricing structures, business plans, product development plans, financial forecasts, employee data, supplier information, and strategic partnerships.
• Technical Information: Software code, algorithms, hardware designs, specifications, research and development data, prototypes, processes, trade secrets, patents (pending or granted), inventions, and technological innovations.
• Operational Information: Manufacturing processes, operational procedures, quality control systems, logistical data, and internal reports.
• Proprietary Information: Any information designated as confidential or proprietary, orally or in writing, at the time of disclosure or shortly thereafter.

Confidential Information shall NOT include information that: a. Is or becomes generally available to the public other than as a result of a disclosure by Employee in violation of this Agreement; b. Was known to the Employee prior to the date of this Agreement, as evidenced by written records; c. Is lawfully received by the Employee from a third party without breach of any confidentiality obligation; d. Is independently developed by the Employee without use of or reference to the Company's Confidential Information.

4. OBLIGATIONS OF EMPLOYEE:

The Employee agrees to the following:

• Non-Disclosure: To keep all Confidential Information strictly confidential and not to disclose it to any third party at any time, whether during or after the term of employment, except as expressly permitted by this Agreement.
• Non-Use: To use Confidential Information solely for the benefit of the Company and in the performance of Employee’s duties for the Company, and not for any personal benefit or for the benefit of any third party.
• Duty of Care: To exercise the same degree of care to prevent the unauthorized use or disclosure of Confidential Information as the Employee uses to protect their own highly confidential information, but in no event less than reasonable care.
• Return of Property: Upon termination of employment for any reason, or at any time upon the Company's request, to promptly return to the Company all Confidential Information, including all copies, extracts, notes, summaries, and physical or electronic embodiments thereof, and all other property of the Company in Employee's possession or control. The Employee shall not retain any copies.
• Reporting Misuse: To immediately notify the Company of any unauthorized disclosure or use of Confidential Information of which Employee becomes aware.
• No Copying/Removal: Not to copy, reproduce, or remove any Confidential Information from the Company's premises without prior written authorization from the Company.

5. TERM OF OBLIGATIONS:

The obligations of confidentiality and non-use under this Agreement shall commence on the Effective Date and shall continue:

• During the entire period of Employee's employment with the Company.
• Indefinitely for any information constituting a "trade secret" under applicable law.
• For all other Confidential Information, for a period of [__________] [ ] years / [ ] months following the termination of Employee's employment with the Company for any reason.

6. PERMITTED DISCLOSURES:

Employee may disclose Confidential Information only if: a. Authorized in advance and in writing by the Company. b. Required by a court of competent jurisdiction, governmental agency, or other applicable law or regulation, provided that Employee provides the Company with prompt written notice of such requirement (where legally permissible) to enable the Company to seek a protective order or other appropriate remedy.

7. NO LICENSE:

Nothing in this Agreement is intended to grant any rights to the Employee under any patent, copyright, trademark, or other intellectual property right of the Company, nor shall this Agreement grant Employee any rights in or to the Confidential Information except for the limited right to use it in connection with Employee’s employment duties. All Confidential Information remains the exclusive property of the Company.

8. REMEDIES:

Employee acknowledges that any breach of this Agreement would cause irreparable harm to the Company for which monetary damages alone would not be an adequate remedy. Therefore, the Company shall be entitled to seek injunctive relief (e.g., a court order preventing further disclosure) in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.

9. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of the State of [__________], without regard to its conflict of laws principles. The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [__________] County, State of [__________].

10. SEVERABILITY:

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remainder of this Agreement shall continue in full force and effect.

11. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement between the Company and the Employee regarding the subject matter hereof and supersedes all prior discussions, understandings, and agreements, whether oral or written.

12. ASSIGNMENT:

This Agreement is personal to the Employee and may not be assigned by Employee. The Company may assign this Agreement to any successor in interest or corporate affiliate.

13. WAIVER:

No waiver by the Company of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the Company. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14. ACKNOWLEDGEMENT:

Employee acknowledges that Employee has read and understood this Agreement, has had the opportunity to consult with legal counsel of Employee's choice, and agrees to be bound by its terms. Employee further acknowledges that the Company has a legitimate business interest in protecting its Confidential Information.

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Execution & Signature Block:

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

FOR THE COMPANY:

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Authorized Signature

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Printed Name

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Title

Date: [____/____/2026]

FOR THE EMPLOYEE:

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Employee Signature

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Printed Name

Date: [____/____/2026]

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Standard Legal Disclaimer:

Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.