Free Employee NDA Template

EMPLOYEE CONFIDENTIALITY AGREEMENT

This Employee Confidentiality Agreement ("Agreement") is made on [DATE] between [COMPANY NAME], [ADDRESS] ("Company"), and [EMPLOYEE NAME], [ADDRESS] ("Employee").

1. PURPOSE. Employee will have access to the Company's confidential information in the role of [POSITION]. This Agreement protects that information.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information of the Company, its customers or partners that Employee learns through employment and that is marked confidential or that a reasonable person would understand to be confidential, including: trade secrets; source code and technical data; product plans and roadmaps; customer and prospect lists and account information; pricing, costs and financial information; marketing plans; and personnel information other than Employee's own.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes public through no fault of Employee; (b) Employee knew before employment, as shown by records; (c) Employee receives from a third party without a duty of confidentiality; or (d) Employee develops independently without using Confidential Information. Employee's general skills, knowledge and experience are not Confidential Information.

4. OBLIGATIONS. During and after employment, Employee will: (a) use Confidential Information only to perform Employee's job; (b) not disclose it except to Company personnel or others authorised by the Company who need to know it; (c) protect it with reasonable care and follow Company security policies; and (d) promptly report any known unauthorised use or disclosure.

5. DURATION. Employee's obligations continue for [3] years after employment ends, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

6. RETURN OF MATERIALS. When employment ends, or earlier on request, Employee will return all Company property and delete Confidential Information from personal devices and accounts, and confirm this in writing if asked. Employee may keep copies of documents about Employee's own compensation, benefits and this Agreement.

7. COMPELLED DISCLOSURE. Employee may disclose Confidential Information if required by law or court order, after giving the Company prompt notice where legally permitted.

8. PROTECTED RIGHTS. Nothing in this Agreement prohibits Employee from: (a) reporting possible violations of law to any government agency, including the EEOC, NLRB, SEC or OSHA, or participating in an investigation; (b) discussing wages, hours or other terms and conditions of employment, as protected by the National Labor Relations Act; (c) disclosing information about unlawful acts in the workplace, such as harassment or discrimination; or (d) testifying truthfully in legal proceedings.

9. DEFEND TRADE SECRETS ACT NOTICE (18 U.S.C. § 1833(b)). Employee will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit. An individual who sues an employer for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the proceeding if they file any document containing it under seal and do not disclose it except by court order.

10. NO EMPLOYMENT CONTRACT. This Agreement does not create a contract of employment for any period [and does not change at-will employment, if applicable].

11. REMEDIES. A breach may cause the Company irreparable harm, and the Company may seek injunctive relief in addition to other remedies.

12. GOVERNING LAW. This Agreement is governed by the laws of [STATE WHERE EMPLOYEE WORKS].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

COMPANY: ______________________  Name/Title: ______________  Date: __________
EMPLOYEE: _____________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.