Non Disclosure Agreement Employment Contract

Confidentiality, Intellectual Property, and Non-Solicitation Agreement for Employees

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

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Instructions for Use

• This form must be completed in its entirety by the Employer's Human Resources department or authorized legal representative and signed by both the Employer and the Employee before the Employee's first day of work.
• A fully executed original copy shall be retained in the Employee's official personnel file for a minimum of seven (7) years post-termination of employment. A copy should be provided to the Employee.
• No mandatory attachments are required for this agreement; however, it should be read in conjunction with the Employee's primary Employment Offer Letter or Contract.

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Document Body

This Confidentiality, Intellectual Property, and Non-Solicitation Agreement (the "Agreement") is entered into as of the Effective Date by and between:

1. PARTIES

Employer: Legal Name: [____________________] Address: [____________________] [____________________]

(Hereinafter referred to as "the Company")

Employee: Full Legal Name: [____________________] Home Address: [____________________] [____________________]

(Hereinafter referred to as "Employee")

2. RECITALS

WHEREAS, the Company is engaged in the business of [____________________] and possesses valuable confidential, proprietary, and trade secret information;

WHEREAS, the Company desires to employ Employee in the position of [____________________] commencing on [____/____/2026];

WHEREAS, Employee's employment with the Company will require Employee to have access to and develop Confidential Information and Intellectual Property belonging to the Company;

WHEREAS, the Company's willingness to employ Employee and provide access to its Confidential Information and resources is conditioned upon Employee's agreement to the terms herein.

NOW, THEREFORE, in consideration of Employee’s employment by the Company, the compensation and benefits paid to Employee, and access to Confidential Information and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information, whether commercial, technical, financial, operational, or otherwise, related to the Company's current or future business, operations, products, services, research, development, processes, strategies, methods, inventions, trade secrets, customer lists, pricing strategies, employee data, software, hardware, designs, data, know-how, and all other information designated as confidential by the Company, or which, by its nature, would reasonably be understood to be confidential. Confidential Information can be in any form, including oral, written, electronic, or visual.

4. OBLIGATIONS OF CONFIDENTIALITY

4.1. Non-Disclosure: Employee agrees to hold all Confidential Information in strict confidence and trust and shall not, directly or indirectly, use, publish, disclose, or permit others to use or disclose any Confidential Information to any third party, without the prior written consent of an authorized officer of the Company. 4.2. Limited Use: Employee shall use Confidential Information solely for the benefit of the Company and in the performance of Employee's duties for the Company. 4.3. Protection: Employee shall take all reasonable steps to protect the security of Confidential Information and to prevent its unauthorized use, disclosure, or access. This obligation includes, but is not limited to, safeguarding physical documents, securing electronic data, and complying with all Company security policies. 4.4. Duration: The obligations of confidentiality set forth in this Agreement shall continue indefinitely, even after the termination of Employee's employment with the Company, for as long as the information remains confidential.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: [ ] a. Is or becomes publicly available through no act or omission of Employee. [ ] b. Is independently developed by Employee without use of or reference to Company's Confidential Information. [ ] c. Is rightfully obtained by Employee from a third party without restriction on disclosure and without breach of this Agreement. [ ] d. Is required to be disclosed by law, court order, or governmental authority, provided Employee gives the Company prompt written notice of such requirement prior to disclosure and cooperates with the Company to minimize such disclosure.

6. INTELLECTUAL PROPERTY ASSIGNMENT

6.1. Assignment of Inventions: Employee hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to any and all inventions, discoveries, designs, developments, improvements, innovations, trade secrets, technology, software, works of authorship, trademarks, patents, and other intellectual property (collectively, "Inventions") that Employee conceives, creates, develops, reduces to practice, or otherwise makes or contributes to, either alone or jointly with others, during the period of employment and within the scope of Employee’s employment, which relate to the Company’s actual or demonstrably anticipated business, research, or development. 6.2. Disclosure: Employee agrees to promptly disclose in writing to the Company all Inventions made or conceived by Employee during the period of employment that may be subject to the assignment in Section 6.1. 6.3. Assistance: Employee agrees to assist the Company, at the Company’s expense, in obtaining, perfecting, sustaining, and enforcing its rights in such Inventions, including without limitation, executing all applications, assignments, and other instruments and documents. 6.4. Prior Inventions: Employee represents that the Inventions, if any, listed in a separate attachment (if provided) are all of Employee's Inventions created prior to employment with the Company that Employee wishes to exclude from this Agreement ("Prior Inventions"). If no such attachment is provided, Employee represents that there are no Prior Inventions. Employee agrees not to incorporate any Prior Inventions into Company's products, services, or processes without the Company's express written consent.

7. NON-SOLICITATION

7.1. Non-Solicitation of Employees: During employment and for a period of [__________] months following the termination of employment for any reason, Employee shall not, directly or indirectly, solicit, induce, or encourage any employee of the Company to leave their employment with the Company or to accept employment with any other person or entity. 7.2. Non-Solicitation of Customers/Clients: During employment and for a period of [__________] months following the termination of employment for any reason, Employee shall not, directly or indirectly, solicit or attempt to solicit the business of any person or entity who was a customer or client of the Company during the twelve (12) months preceding the termination of Employee's employment and with whom Employee had material contact or about whom Employee obtained Confidential Information.

8. RETURN OF COMPANY PROPERTY

Upon the termination of employment for any reason, or at any time upon the Company’s request, Employee shall immediately return to the Company all Company property, including all originals and copies of documents, files, data, records, notebooks, computers, cell phones, keys, access cards, and any other materials containing Confidential Information, and all other property belonging to the Company that are in Employee’s possession or control. Employee shall not retain any copies or reproductions of such materials.

9. REMEDIES

Employee acknowledges that any breach of this Agreement will cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. Therefore, the Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies available, in addition to any monetary damages, without the necessity of posting a bond or other security.

10. TERM AND SURVIVAL

This Agreement shall become effective on the Effective Date and shall continue in full force and effect during Employee's employment with the Company and thereafter, with the obligations under Sections 4, 6, 7, 8, and 9 surviving the termination of employment indefinitely or for the periods specified therein.

11. 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, [__________], and the parties consent to the jurisdiction of such courts.

12. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the parties.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to such subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties.

14. WAIVER

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery, (b) upon the first business day following deposit with an internationally recognized overnight courier, or (c) five (5) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid, addressed to the parties at their addresses set forth above or to such other address as a party may designate by written notice to the other.

16. ACKNOWLEDGEMENT

Employee acknowledges that Employee has read, understood, and voluntarily agrees to the terms and conditions of this Agreement. Employee further acknowledges that Employee has 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.

FOR THE COMPANY:

Authorized Signature: ____________________ Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

FOR THE 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.