Non Disclosure Agreement for Employees Template WORD

Non-Disclosure Agreement for Employees

Document ID: TR-HR-NDA-EMP-V1.0 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form is to be completed by the designated Human Resources representative and the new employee during the onboarding process, prior to the employee gaining access to any confidential Company information.
• Filing & Retention: The original signed document must be filed in the employee's personnel file. A copy should be provided to the employee. Retain for a minimum of seven (7) years following the employee's termination date, or longer as required by specific jurisdiction.
• Mandatory Attachments: No additional attachments are strictly mandatory for this agreement to be valid, but any Company policies referenced (e.g., Code of Conduct, IT Policy) should be made available to the employee.

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Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into this [__________] day of [__________], [__________] (the "Effective Date")

BETWEEN:

[Company Legal Name: __________], a corporation organized and existing under the laws of [State/Country: __________], with its principal place of business at [Company Address: __________] (hereinafter referred to as "the Company" or "Discloser"),

AND

[Employee Full Legal Name: __________], residing at [Employee Address: __________] (hereinafter referred to as "the Employee" or "Recipient").

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WHEREAS, the Company is engaged in the business of [Nature of Business: __________] and possesses valuable proprietary and confidential information; and

WHEREAS, the Employee is employed by the Company in the position of [Job Title: __________] commencing on [Start Date: __________]; and

WHEREAS, in the course of the Employee’s employment with the Company, the Employee will be exposed to, acquire, or develop Confidential Information (as defined herein) belonging to the Company and its clients;

NOW, THEREFORE, in consideration of the employment of the Employee by the Company, and the mutual covenants and agreements contained herein, the adequacy of which is hereby acknowledged, the parties agree as follows:

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1. Definition of Confidential Information

"Confidential Information" means any and all information, whether oral, written, electronic, or in any other form, tangible or intangible, relating to the Company's business, operations, products, services, processes, trade secrets, clients, or future plans, that is not generally known to the public, and which the Company considers proprietary or confidential. Confidential Information includes, but is not limited to:

• 1.1. Technical Data: Inventions, discoveries, ideas, concepts, designs, methods, processes, formulae, algorithms, prototypes, models, data, research, development, computer programs (source code and object code), software, firmware, hardware configuration, and related documentation.
• 1.2. Business Data: Financial data, accounting information, sales and marketing plans, strategies, forecasts, business plans, product development plans, pricing, costs, customer lists, vendor lists, supplier information, personnel information, employee records, compensation details, and contractual arrangements.
• 1.3. Operational Data: Manufacturing processes, operational procedures, project specifications, quality control systems, security protocols, internal communications, and training materials.
• 1.4. Third-Party Information: Information received by the Company from third parties under obligations of confidentiality.

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2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• 2.1. Is or becomes publicly available through no act or omission of the Employee;
• 2.2. Was rightfully known to the Employee prior to the Employee's employment with the Company, as evidenced by written records;
• 2.3. Is rightfully obtained by the Employee from a third party without restriction on disclosure and without a breach of this Agreement;
• 2.4. Is independently developed by the Employee without use of or reference to the Company's Confidential Information, as evidenced by written records.

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3. Obligations of Confidentiality

The Employee agrees to:

• 3.1. Non-Disclosure: Not disclose, publish, or disseminate any Confidential Information to any third party at any time, whether during or after the term of employment with the Company, without the prior written consent of the Company.
• 3.2. Non-Use: Use Confidential Information solely for the benefit of the Company and for the purpose of performing assigned duties during the course of employment, and not for the Employee's own benefit or the benefit of any third party.
• 3.3. Protection: Take all reasonable steps to protect the secrecy of and prevent unauthorized use or disclosure of Confidential Information, exercising at least the same degree of care as the Employee uses to protect their own confidential information of a similar nature, but in no event less than a reasonable degree of care.
• 3.4. Access Control: Limit access to Confidential Information to only those employees within the Company who have a legitimate "need to know" for performing their job duties and who are bound by similar confidentiality obligations.

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4. Permitted Disclosures

The Employee may disclose Confidential Information if and to the extent required by applicable law, regulation, or a valid order of a court or governmental agency, provided that the Employee:

• 4.1. Provides prompt written notice to the Company of such requirement prior to disclosure;
• 4.2. Cooperates with the Company's efforts to seek a protective order or other appropriate remedy;
• 4.3. Discloses only that portion of the Confidential Information legally required.

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5. Return of Materials

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

• 5.1. Return to the Company all documents, files, records, notes, data, manuals, software, and any other materials (including all copies thereof) containing or reflecting Confidential Information, regardless of whether prepared by the Employee or others.
• 5.2. Delete or destroy all electronic copies of Confidential Information from all personal devices, storage media, and email accounts, and certify in writing to the Company that all such information has been purged.

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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 a sufficient remedy. Therefore, the Company shall be entitled to seek injunctive relief (without posting a bond or other security), in addition to any other remedies available at law or in equity, to prevent any actual or threatened breach of this Agreement.

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7. No Employment Contract

This Agreement is a standalone agreement concerning confidentiality and does not constitute an agreement of employment for any specific term. Employment with the Company is "at-will" unless otherwise stipulated in a separate, written employment contract.

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8. Term

The obligations of the Employee under this Agreement shall commence on the Effective Date and shall survive the termination of the Employee's employment with the Company indefinitely, or until such time as the Confidential Information falls within the exclusions set forth in Section 2.

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9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Country: __________], 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 courts located in [County/City, State: __________].

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10. 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.

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11. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, and negotiations, whether oral or written, between the parties. Any modification to this Agreement must be in writing and signed by both parties.

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12. Waiver

No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

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13. Assignment

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

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Signature Block

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

FOR THE COMPANY:

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Authorized Signature

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Printed Name

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Title

Date: [____/____/2026]

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FOR THE EMPLOYEE:

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Employee Signature

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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.