Non Disclosure Agreement Sample for Employees

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this ______ day of ___________, 20 (the "Effective Date"), by and between:

EMPLOYER: ________________________________________, a company organized and existing under the laws of ____________________, with its principal place of business located at ________________________________________ (the "Company"),

AND

EMPLOYEE: ________________________________________, residing at ________________________________________ (the "Employee").

(Collectively referred to as the "Parties").

1. PURPOSE

The Employee acknowledges that in the course of their employment with the Company, they will have access to, and be entrusted with, confidential and proprietary information belonging to the Company. The Employee agrees to maintain the confidentiality of such information for the protection of the Company’s business interests.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include, but is not limited to, all non-public information, data, trade secrets, business plans, customer lists, financial records, software code, marketing strategies, inventions, processes, and any other proprietary information disclosed to or learned by the Employee during the term of their employment, whether oral, written, or electronic.

3. OBLIGATIONS OF THE EMPLOYEE

The Employee agrees to: a) Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized access or disclosure. b) Use the Confidential Information solely for the performance of their duties as an employee of the Company and for no other purpose. c) Not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Company. d) Upon termination of employment, or at any time upon the Company's request, immediately return or destroy all documents and tangible items containing Confidential Information in their possession or control.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes publicly known through no wrongful act of the Employee. b) Was already known to the Employee prior to disclosure by the Company. c) Is rightfully received by the Employee from a third party without a duty of confidentiality.

5. DURATION

The obligations under this Agreement shall survive the termination of the Employee’s employment with the Company for a period of ______ years/indefinitely [select one], regardless of the reason for such termination.

6. REMEDIES

The Employee acknowledges that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Consequently, the Company shall be entitled to seek injunctive relief, specific performance, and any other legal or equitable remedies, in addition to any damages permitted by law.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province/Country of ____________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in ____________________.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or representations, whether written or oral. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

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

COMPANY:

Signature: ___________________________ Name: _______________________________ Title: ________________________________

EMPLOYEE:

Signature: ___________________________ Name: _______________________________ Date: ________________________________