Non Disclosure Agreement Template Word for Employees

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

EMPLOYER: [__________________________________________________], a corporation/entity 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, the Employee will have access to Confidential Information (as defined below). The Employee agrees to maintain the confidentiality of such information and to protect the Company’s proprietary interests.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" refers to all non-public, proprietary, or sensitive information disclosed by the Company to the Employee, whether orally, in writing, or electronically, including but not limited to: trade secrets, client lists, business strategies, financial data, software code, research and development, marketing plans, employee records, and any information marked as "Confidential" or which, given the nature of the information, should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE EMPLOYEE

The Employee agrees to:

• Use Confidential Information solely for the purpose of performing their professional duties for the Company.
• Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized disclosure.
• Not disclose, copy, reproduce, or distribute any Confidential Information to any third party without the prior written consent of the Company.
• Return or destroy all materials containing Confidential Information upon the termination of employment or at the Company’s request.

4. EXCLUSIONS

Confidential Information does not include information that:

• Is or becomes generally available to the public through no fault of the Employee.
• Was rightfully in the Employee's possession prior to disclosure by the Company.
• Is required to be disclosed by law, regulation, or court order, provided that the Employee gives the Company prompt written notice of such requirement.

5. DURATION

The obligations of confidentiality shall remain in effect during the period of the Employee’s employment and shall continue for a period of [___] years following the termination of the Employee’s employment with the Company, regardless of the reason for such termination.

6. REMEDIES

The Employee acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages may be inadequate. Therefore, the Company shall be entitled to seek injunctive relief and any other legal or equitable remedies available in the event of a breach or threatened breach.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________], without regard to its conflict of law principles.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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

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COMPANY REPRESENTATIVE:

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

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EMPLOYEE:

Signature: ___________________________

Name: [___________________________]

Date: [___________________________]