Sample Non Disclosure Agreement for Employees Pdf

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

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

EMPLOYER: [__________________________________________________], located at [__________________________________________________] ("Company"), and

EMPLOYEE: [__________________________________________________], residing at [__________________________________________________] ("Employee").

1. PURPOSE

The Company intends to employ the Employee in the capacity of [____________________]. In the course of this employment, the Employee will have access to Confidential Information (as defined below). The parties wish to protect the proprietary interests of the Company.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean 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, customer lists, business strategies, financial data, software code, product designs, marketing plans, and internal communication, whether or not marked as "Confidential."

3. OBLIGATIONS OF EMPLOYEE

The Employee agrees to:

• (a) Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized disclosure;
• (b) Use the Confidential Information solely for the benefit of the Company and for the performance of their professional duties;
• (c) Not copy, reproduce, or distribute any Confidential Information, except as required for the fulfillment of their duties;
• (d) Notify the Company immediately upon discovery of any unauthorized disclosure or breach of this Agreement.

4. EXCLUSIONS

Confidential Information does not include information that:

• (a) Is or becomes generally available to the public through no fault of the Employee;
• (b) Was in the Employee’s possession prior to disclosure by the Company;
• (c) Is rightfully obtained by the Employee from a third party without breach of any confidentiality obligation.

5. RETURN OF MATERIALS

Upon the termination of employment, or at the request of the Company at any time, the Employee shall promptly return or destroy all documents, electronic data, and physical materials containing Confidential Information, and certify such return or destruction in writing.

6. TERM

This Agreement shall remain in effect throughout the term of the Employee’s employment and shall survive the termination of employment for a period of [_____] years thereafter.

7. REMEDIES

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

8. 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 laws principles.

9. ENTIRE AGREEMENT

This document constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions or understandings.

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

COMPANY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

EMPLOYEE:

Signature: ___________________________ Name: [___________________________] Date: [___________________________]