Non Disclosure Agreement Employees Format

Non-Disclosure Agreement (Employee)

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

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Instructions for Use

• Completion: This form is to be completed by Human Resources or the hiring manager with the prospective/current employee's details. Ensure all [__________] fields are accurately filled.
• Filing & Retention: The original signed agreement must be stored securely in the employee's personnel file. A copy should be provided to the employee. Retain for a minimum of seven (7) years post-employee termination.
• Mandatory Attachments: This agreement should be executed concurrently with the employee's Offer Letter and acknowledged in their Job Description.

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Document Body

This Non-Disclosure Agreement (the "Agreement") is made effective as of the Effective Date specified above, by and between:

Company: [____________________] (Hereinafter referred to as "Company") Address: [____________________]

AND

Employee: [____________________] (Hereinafter referred to as "Employee") Address: [____________________] Job Title: [____________________]

WHEREAS, the Company possesses certain confidential and proprietary information, including trade secrets, that it wishes to protect; WHEREAS, the Employee is being hired by the Company and will be given access to such Confidential Information as part of their employment duties; NOW, THEREFORE, in consideration of the Employee's employment with the Company, the compensation paid to the Employee, and the mutual covenants contained herein, the Company and the Employee agree as follows:

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1. Definition of Confidential Information

"Confidential Information" means any data or information, irrespective of its form (oral, written, electronic, visual, or otherwise), that is proprietary to the Company or its affiliates, customers, or partners, and not generally known to the public, including but not limited to:

• Business Information: Strategies, plans, forecasts, financial data, marketing plans, client lists, pricing strategies, supplier information, customer identities, and business operations.
• Technical Information: Software, hardware, designs, specifications, inventions (whether patentable or not), research and development, algorithms, source code, object code, processes, formulas, product roadmaps, and data structures.
• Personnel Information: Employee data, compensation structures, performance reviews, and internal organizational documents.
• Third-Party Information: Information received by the Company from others under an obligation of confidentiality.
• Any information designated by the Company as confidential or which, by its nature, would reasonably be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Employee; (b) was rightfully known to the Employee prior to its disclosure by the Company; (c) is rightfully obtained by the Employee from a third party without restriction as to disclosure; or (d) is independently developed by the Employee without use of or reference to the Company's Confidential Information.

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2. Obligations of Confidentiality

The Employee agrees to:

• Non-Disclosure: Hold all Confidential Information in strict confidence and not disclose it to any third party at any time, whether during or after their employment with the Company, except as expressly authorized in writing by the Company or as required by law.
• Non-Use: Use the Confidential Information solely for the performance of their duties as an employee of the Company and not for any personal benefit or for the benefit of any third party.
• Protection: Take all reasonable measures to protect the secrecy of and prevent unauthorized access to or disclosure of Confidential Information, exercising at least the same degree of care as they would use to protect their own highly confidential information, but in no event less than reasonable care.
• Reporting: Promptly notify the Company of any unauthorized use or disclosure of Confidential Information of which the Employee becomes aware.

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3. Exclusions from Obligations

The Employee shall not be held liable for disclosure of Confidential Information if:

• Such disclosure is made with the prior written consent of the Company.
• Such disclosure is required by law, regulation, or court order, provided that the Employee gives prompt written notice to the Company of such requirement, if legally permissible, to allow the Company to seek a protective order or other appropriate remedy.

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4. Return of Confidential Information

Upon termination of employment with the Company for any reason, or at any time upon the Company's request, the Employee shall immediately:

• Return to the Company all Confidential Information, including all copies, extracts, summaries, notes, records, and other documents or materials containing or embodying Confidential Information, whether in physical or electronic form.
• Delete or destroy all electronic copies of Confidential Information from any personal devices, cloud storage, or other systems not owned by the Company.
• Provide a written certification to the Company within [__________] days, confirming that all Confidential Information has been returned, deleted, or destroyed in accordance with this Agreement.

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5. Term of Agreement

The obligations of the Employee under this Agreement regarding Confidential Information shall commence on the Effective Date and shall continue:

• Indefinitely for any information that constitutes a "trade secret" under applicable law.
• For a period of [__________] years following the termination of the Employee's employment for all other Confidential Information.

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6. Remedies

The Employee acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Company for which monetary damages alone would not be an adequate remedy. Therefore, the Employee agrees that, in addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive relief to prevent actual or threatened breaches of this Agreement and to specific performance of the terms of this Agreement. The Employee further agrees to pay the Company's reasonable attorney's fees and costs incurred in enforcing this Agreement.

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7. Governing Law

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 to submit to the exclusive jurisdiction of the state and federal courts located in [____________________].

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8. Entire Agreement

This Agreement constitutes the entire agreement between the Company and the Employee regarding the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the protection of Confidential Information.

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9. 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 remain in full force and effect.

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10. 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. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

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11. Assignment

This Agreement is personal to the Employee and may not be assigned by the Employee. The Company may assign this Agreement to any successor or affiliate without the Employee's consent.

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12. Acknowledgment

The Employee acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. The Employee further acknowledges that they have had the opportunity to consult with independent legal counsel regarding this Agreement.

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Execution & Signature Block

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

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COMPANY:

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Authorized Signature

[____________________] Printed Name

[____________________] Title

Date: [____/____/2026]

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EMPLOYEE:

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Employee Signature

[____________________] Printed Name

Date: [____/____/2026]

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