Non Disclosure Agreement When Leaving a Job Template

Post-Employment Non-Disclosure Agreement (P-NDA)

Document ID: TR-HR-NDA-2024-001 Effective Date: [____/____/2026]

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Instructions for Use:

• Completion: This form is to be completed jointly by a representative of the Company's Human Resources or Legal Department and the departing Employee. All [__________] fields must be accurately filled. Checkboxes [ ] should be marked with an 'X' where applicable.
• Filing & Retention: The fully executed original document must be retained by the Company's Legal Department or Human Resources Department. A copy should be provided to the Employee. Retain for a minimum of seven (7) years post-termination, or longer as required by applicable law for trade secrets.
• Mandatory Attachments: Ensure a copy of the Employee's signed Offer Letter or initial employment agreement (if it contains relevant confidentiality clauses) is referenced or attached, if applicable.

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This Post-Employment Non-Disclosure Agreement (this "Agreement") is entered into on the Effective Date between:

Company: [____________________] (the "Company") A corporation organized and existing under the laws of [__________] With its principal place of business at [____________________________________________________]

AND

Employee: [____________________] (the "Employee") Residing at [____________________________________________________]

1. Recitals

WHEREAS, Employee has been employed by the Company in the position of [____________________], commencing on [____/____/____], and is currently departing or has recently departed from said employment on [____/____/____] (the "Termination Date");

WHEREAS, during the course of employment, Employee has had access to, developed, and/or created valuable confidential, proprietary, and trade secret information belonging to the Company;

WHEREAS, the Company desires to protect its legitimate business interests by ensuring the continued confidentiality of such information, and Employee acknowledges the sensitive nature and value of this information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. Definition of Confidential Information

"Confidential Information" shall mean any and all non-public information, in any form or medium, disclosed to or obtained by Employee during the course of their employment with the Company, whether developed by the Employee or others, concerning the Company's business, operations, technology, products, services, finances, employees, and customers. This includes, but is not limited to:

• 2.1 Business Information: Strategic plans, marketing plans, sales forecasts, financial data, pricing structures, customer lists, supplier information, vendor agreements, business processes, policies, and procedures.
• 2.2 Technical Information: Trade secrets, formulas, designs, specifications, software (source code, object code, documentation), algorithms, inventions, research and development projects, product roadmaps, data, databases, and know-how.
• 2.3 Employee Information: Employee compensation, performance reviews, and other personnel-related data.
• 2.4 Third-Party Information: Information received by the Company from others under an obligation of confidentiality.

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, without restriction on use or disclosure, prior to its disclosure by the Company; (c) is rightfully obtained by the Employee from a third party without restriction on use or disclosure; or (d) is independently developed by the Employee without use of or reference to the Company's Confidential Information.

3. Non-Disclosure Obligations

The Employee agrees that, at all times following the Termination Date, the Employee will:

• 3.1 Non-Use and Non-Disclosure: Not, directly or indirectly, use for the Employee's own benefit or the benefit of any third party, or disclose, divulge, or communicate to any person, firm, corporation, or entity, any Confidential Information, except as expressly authorized in writing by the Company or required by law.
• 3.2 Protection: Take all reasonable steps to protect the Confidential Information from unauthorized use, disclosure, or access.
• 3.3 Reporting: Immediately notify the Company in writing upon discovery of any unauthorized use or disclosure of Confidential Information.

4. Return of Company Property

Upon the Termination Date, or at any earlier time requested by the Company, the Employee shall immediately return to the Company all property, equipment, documents, and materials (including all copies thereof, whether electronic or physical) belonging to the Company or containing Confidential Information. This includes, but is not limited to, computers, mobile devices, keys, access cards, files, notes, data storage devices, and all work product created during employment. Employee shall certify in writing to the Company that all such property has been returned and all Confidential Information retained in any personal device or cloud storage has been deleted.

5. Non-Solicitation (Optional Clause - Review with Legal Counsel for Jurisdiction-Specific Enforceability)

[ ] Check here if this Non-Solicitation clause applies.

For a period of [__________] ([__________]) months following the Termination Date, the Employee shall not, directly or indirectly, for themselves or on behalf of any other person or entity:

• 5.1 Employee Solicitation: Solicit, induce, recruit, or encourage any employee of the Company to terminate their employment with the Company.
• 5.2 Customer/Client Solicitation: Solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate, any business from any client, customer, or prospective client/customer of the Company with whom the Employee had direct contact or for whom the Employee had direct responsibility during their last [__________] ([__________]) months of employment with the Company, for products or services competitive with those offered by the Company.

6. Remedies

The Employee acknowledges that any breach of this Agreement, particularly with respect to the non-disclosure obligations, will 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 any actual or threatened breach of this Agreement, without the necessity of posting a bond or proving actual damages. The Employee further agrees to pay all reasonable attorneys' fees and costs incurred by the Company in enforcing this Agreement.

7. Term

The obligations of the Employee under Section 3 (Non-Disclosure Obligations) shall survive the Termination Date and continue for a period of [__________] ([__________]) years from the Effective Date, provided that obligations with respect to information constituting a "trade secret" under applicable law shall continue for as long as such information remains a trade secret.

8. 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 irrevocably consent to the exclusive jurisdiction of the state and federal courts located in [__________] County, [__________], for any action or proceeding arising out of or relating to this Agreement.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Employee and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties regarding such subject matter.

10. 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.

11. Waiver

No waiver by the Company of any breach of this Agreement shall be deemed a waiver of any subsequent or other breach.

12. 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 in interest or affiliate.

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

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FOR THE COMPANY:

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

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FOR THE EMPLOYEE:

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.