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Employee
NDA
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Prepared for:
[Employee Name]

Prepared by:
[Company Name]

Employee NDA

This Employee NDA (hereby referred to as the “Agreement”) is made and entered into on [Date] (hereinafter referred to as the "Effective Date"),

By and Between

[Employee Name] (hereby referred to as the “Employee”), located at [Address]; and

[Company Name] (hereby referred to as the “Company”), with its registered office at [Address].

The Employee and the Company shall be collectively referred to as “Parties” and individually as “Party”.

WHEREAS the Company hired the Employee as [Position Name] pursuant to the terms and conditions of the [Employment Agreement] signed between the Parties on [Date] (hereinafter referred to as the "Employment Agreement");

AND WHEREAS in connection with the Employee's job duties under the Employment Agreement, the Company may disclose to Employee certain confidential and proprietary information (hereinafter referred to as the "Confidential Information") related to the Company's business;

AND WHEREAS the Employee agrees to not disclose any Confidential Information to any third party without written authorization from the Company.

NOW, THEREFORE, in consideration of the mutual covenants and commitments contained herein, as well as other goods and valuable consideration (the receipt and sufficiency of which are to be acknowledged), the Parties do hereby agree as follows.
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Terms and Conditions

1. Confidential Information

"Confidential Information" shall mean any information or data that is generally not known outside the Company including (but not limited to):
  1. 'Intellectual Property' which includes patent applications, trade secrets, trademarks, service marks, logos, trade names, internet or website domain names, rights in designs and schematics, copyrights (including rights in computer software);
  1. Any inventions or discoveries which the Employee may, from time to time, make or discover in the course of its duties;
  1. Lists or details of clients, suppliers, and customers;
  1. Information of employees and officers, including salaries, strengths, weaknesses, and skills;
  1. Information concerning the Company’s business, including pricing information, profits, sales information, accounting, and unpublished financial information, business plans, marketing plans, and sales forecasts;
  1. Technical information concerning Company’s products and services, including product know-how, formulas, calculations, concepts, designs, devices, diagrams, computer programs, algorithms, software, firmware, hardware, manuals, drawings, photographs, software code, test procedures and results, research projects and product development, technical memoranda and correspondence;
  1. Information submitted by the Company’s customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation, or use; and
  1. Any other non-public information involving or reasonably related to the business or prospective business of the Company.

2. Exclusions from Confidential Information

Pertaining to the terms mentioned herein this Agreement, the following conditions shall be excluded from the information being Confidential Information:
  1. Any public or commercialized information of the Company and the business thereby which the Employee had no part or fault in.
  1. Any data or information discovered or produced by the Employee during or before any disclosure by the Company.
  1. Any information available to the Employee through legitimate means other than from the Company.
  1. Any data or information that the Company consents for disclosure.

3. Non-Disclosure Obligations

All confidential information communicated to the Employee by the Company in connection with the Employee's duties under the Employment Agreement shall be held by the Employee in full faith. At no time shall the Employee use any such confidential information, either directly or indirectly, for personal benefit, or disclose or communicate such information to any third-party. The obligation to ensure and protect the confidentiality of the Confidential Information shall continue to be effective after the termination of this Agreement.

The following are the exceptions to the non-disclosure obligations:
  1. The Employee may disclose any of the Confidential Information to such employees, agents, and representatives of the Company who need to know such information and agree to be bound by the terms of this Agreement. The Employee accepts to take all necessary steps to ensure that such individuals do not violate the terms of this Agreement.
  1. If the Employee is required by law to disclose the Confidential Information, the Employee shall notify the Company with prompt notice of such request in writing so that the Company may waive the Employee’s compliance with the provisions of this Agreement.

4. Ownership and Title

The Employee agrees that all rights, title, and interest in any Confidential Information shall remain the sole and exclusive property of the Company.

5. Return of Confidential Information

Upon the termination of employment with the Company, the Employee shall return to the Company all the documents, notes, notebooks, memorandums, computer disks, software programs, or other material that may contain or relate in any way to Confidential Information.

6. Remedies

The Employee acknowledges and agrees that the use or disclosure of any Confidential Information to a third party or in a manner inconsistent with this Agreement shall cause irreparable injury to the Company for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, the Employee agrees that the Company shall seek injunctive relief against the unauthorized use or disclosure of Confidential Information.

7. Non-Compete

During the term of employment with the Company, the Employee shall not directly or indirectly assist, engage in, be concerned, or participate in any business/activity which is competitive with the Company.

8. Disclaimer of Warranty

The Company makes no representation or warranty, either express or implied, as to the accuracy, completeness, or correctness of any of its Confidential Information.

9. Indemnification

The Employee shall indemnify and hold harmless the Company from any damage, loss, penalty, cost, claim, or expense incurred by the Company as a result of the Employee’s breach of this Agreement.

10. Non-solicitation

During the term of this Agreement and for [number of years] year(s) thereafter, the Employee hereby agrees not to, directly or indirectly, solicit any employee or independent contractor of the Company to perform services for any entity (other than the Company or its affiliates), nor attempt to induce any such employee to terminate or breach an employment, contractual or other relationship with the Company.

11. Survival of Non-Disclosure Obligations

If the employee decides to leave the company, it shall still be obligated to not disclose the Company’s confidential information or trade secrets.

12. Termination

Either party may terminate this agreement upon [number of days] days prior written notice to the party with or without cause.

13. Arbitration

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

14. Miscellaneous

  1. Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written consent of the other Party which shall not be unreasonably withheld.
  1. Notice: Any notice that is required by this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or certified mail, postage prepaid, or any such delivery service provided.
  1. Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
  1. Counterparts: This Agreement may be executed in duplicate, to be retained by either Party, each of which shall be deemed an original, but both of which together will constitute one and the same instrument.
  1. Waiver: Neither Party can waive any provision of this Agreement unless agreed to in writing. The failure to exercise any right or obligations provided in this Agreement shall not be a waiver of subsequent rights or obligations.
  1. Inclination: The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned and serves no inclination to any Party, nor is intended to confer any rights or remedies in favor of any person, party, or affiliate, other than the Parties duly undersigned and their members.
  1. Governing Law: The Agreement and all the terms contained herein shall be governed by and construed as per the jurisdiction laws of the state of [State].
  1. Severability: Should any provision or portion of this Agreement be held unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.
  1. Legal and Binding Agreement: This Agreement is a legal and binding agreement as per the laws of [State/Court/Region]. The Parties hereby warrant that they have the authority and power to enter into the Agreement.
  1. Entire Agreement: This Agreement represents the entire agreement between the Parties and cancels and supersedes all prior agreements, arrangements, and understandings in respect of employment of the Employee with the Company.
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Acceptance and Signature

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms mentioned herein the Agreement as of the aforementioned date.
[Employee Name]

[Company Name]
Signature
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Name
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Date
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Signature
Assign signer 2
Name
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THANK YOU

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DISCLAIMER: The content provided herein is for general information purposes only, and shall not constitute legal advice. Revv and its partners make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information mentioned hereunder. The use or reliance of any information contained herein is solely at your own risk. You are advised to obtain independent legal advice before taking or refraining from any action on the basis of the content provided here.

What is an employee non-disclosure agreement?

A non-disclosure agreement is a legal contract between a company and an employee that prevents the employee from disclosing its confidential information to any third party. The purpose of this legal document is to make employees clear that they cannot share confidential or secret information about the company at any time.

If the employee fails to follow the provisions of this agreement, the company can seek monetary damages or compensation for the breach of this agreement.

NDA 101: The Complete Guide to Draft an Employee Non-Disclosure Agreement

Every business or organization has confidential or proprietary information that is not generally known to the people outside the organization. However, people inside the organization may receive access to the company’s trade secrets, customer lists, intellectual property, financial information, business strategies, or products to perform their job. Disclosure of such information may cause irreparable damages to the company. To protect such information from being made public, companies or employers use an employee confidentiality agreement or non-disclosure agreement.

What information does NDA protect?

In general, an employee non-disclosure agreement protects any or all of the following confidential information of the company:

  • Intellectual Property
  • Trade secrets and patent applications
  • Business plans, business strategies, marketing plans, and sales forecasts
  • Product and service
  • Customer information
  • Details of clients and suppliers
  • Inventions, processes, and discoveries
  • Accounting and financial information
  • Computer technology
  • Software information

When do you need an employee NDA?

When you’re running a company, you want to hire the best talents for the growth of your business. But at the same time, you would not want to risk your confidential information being disclosed to a third party. Therefore, it is very important for you as an employer to sign an NDA while onboarding a new employee. If an NDA is required only for specific roles, then it is necessary to use an NDA during the promotion of an employee as well.

Why do you need an employee NDA?

Here are some reasons why you should ask your employees to sign an NDA:

1. Prevents loss of confidential information

This NDA clearly defines what constitutes confidential information in an employer-employee relationship. Having this provision avoids accidental disclosure especially if the employee terminates their relationship with the company.

2. Helps you retain intellectual property ownership rights

When a person develops an innovation or invention, he holds the ownership of that invention or innovation. However, if such inventions happen during an employee’s employment with the company, then the ownership rests with the company.

3. Clarify to employees what information is considered confidential

An employee may not know what data or information within the company is considered confidential. An employee NDA can help you clearly specify the information that an employee needs to keep confidential.

What to include in an Employee NDA?

An employee NDA clearly outlines the details you need to safeguard your confidential information. A typical NDA includes the following key elements:

  1. Parties to the agreement
    The agreement should identify and specify the parties included. In unilateral NDA, the party with the confidential information is the Discloser, and the party that receives such information is the Recipient. In an employee NDA, the company is the disclosing party and the employee is the receiving party.
  2. Definition of confidential information
    It is important to list out the types of information and materials that are considered confidential. Confidential information may include financial information, pricing information, business strategies, marketing plans, software materials, technical specifications, and other confidential information of both parties.
  3. Exclusions from confidential information
    It is also essential to specify which information is not a piece of confidential information. Any information in the public domain or known to the employee by the third party doesn’t count as confidential information.
  4. Receiving party’s obligation
    This clause restricts the employee from making unauthorized disclosures of your confidential information.
  5. Return of confidential information
    When the employee’s term ends with the company, he or she is required to return all the documents, notes, computer disks, or any other materials that might contain confidential information.
  6. Remedies for breaches
    The company may look for remedies if the employee breaches the NDA. Monetary damages cover the loss of the company, resulting from the breach of the agreement. A more effective remedy may be to obtain an injunctive relief that restricts the employee from making any further disclosures.
  7. Survival of non-disclosure obligations
    Confidentiality obligations normally continue even after the NDA has been terminated.
  8. Waiver
    This clause clarifies that if any party fails to exercise any right provided in the agreement, it should not be considered as a waiver of other rights.
  9. Non-compete
    It is recommended to include a 'non-compete' clause in an employee NDA. It restricts the employee from entering into any business relationship that is competitive with the company during the term of employment and for a period thereafter.

Revv’s ready-to-use employee non-disclosure agreement template

Your non-disclosure agreement needs to be detailed and specific to protect your confidential information. It should not be filled with legal jargon.

This Employee NDA template from Revv contains the essential and most common provisions required in an employee NDA. This template is fully editable and easy-to-use. You can also enable the employee to accept and sign the agreement using eSign!

When hiring a new employee, use Revv’s Employee NDA template to secure the proprietary information of your company