Employee Non Disclosure Agreement (NDA) Template

Use Template

Employment NDA

 

 

 

 

This Non-disclosure and confidentiality agreement (the “Agreement”) is made on ___________ (“Effective Date”) by and between:

___________, resident of ___________ (“Employer”: this expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns); and

___________, resident of ___________ (“Employee”: this expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns)

For the purpose of preventing the unauthorized disclosure of Confidential Information as defined herein. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information").

 

  1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information and documents disclosed or submitted, orally, in writing or by any other media (whether designated as confidential or not), by the Employer, either directly or indirectly (including through its group companies or agents), to the Employee and such information and documents, whether written, oral or graphic includes but is not limited to all technical and business information which includes but is not limited to:
  • financial plans and records, ideas, business plans and strategies, relationships with third parties, information relating to suppliers, founders, employees, and affiliates, business channels data, material, products;
  • technical data, know-how, research, formulae, processes, methods, technology, IT systems, computer software programs and descriptions of functions and features of the software, source code, computer hardware designs, techniques;
  • present and proposed products, trade secrets, designs, drawings, trademarks, patents, prototypes, samples, products, product plans, specifications, manuals, equipment, engineering, unpublished patent applications, research-in-progress, work-in-progress, prototypes;
  • advertising programs, planning and merchandising strategies, marketing, pricing, sales, marketing information, facilities, services, customers, customer lists and information or other unpublished information related to customers, marketing plans, market development, inventions, financial information, negotiations, discussion, ideas, manufacturing techniques, and the like;
  • information which is generated by the Employee in connection with the purpose for which the confidential information is received under this Agreement or otherwise.

Without limiting the above, Confidential Information shall also include information that the Employee knows or reasonably should know under the circumstances surrounding its disclosure, is confidential to the Employer.

 

 

  1. Duty as to Confidentiality. The Employee shall use the Confidential Information of the Employer solely for the purpose as specified here: ___________. The Employee shall keep the Confidential Information secure and confidential and will not, except as outlined in Clause 4 (Exceptions) disclose any of the Employer’s Confidential Information in any manner whatsoever.

The Employee hereby agrees as follows:

  • To hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, but not limited to, all precautions the Employer employs with respect to its confidential materials);
  • Not to divulge any such Confidential Information or any information derived therefrom to any third person unless prior written consent is obtained from the Employer;
  • Not to use the Confidential Information, at any time, directly or indirectly, to procure a commercial advantage over, or do anything in any manner whatsoever, which is detrimental to the business or activities of the Employer, any of its affiliated companies or any of its director and employees;
  • Not to copy or reverse engineer any such Confidential Information;
  • Not to use whether directly or indirectly or turn to its advantage in any way or profit from the use of the Confidential Information or any part thereof at any time; and
  • To use the Confidential Information only for the purpose as specified above and in accordance with the terms of this Agreement.

 

  1. Effective Date. The obligations of the Employee in respect of confidentiality as provided above shall commence from the Effective Date.

 

  1. Exceptions. Confidential Information shall not include information that is (i) already publicly available, (ii) already in the Employee or its Representatives' possession at the time of disclosure by the Employer, (iii) available to the Employee or its Representatives, to the Employee's knowledge, on a non-confidential basis, (iv) independently developed by the Employee or any of its Representatives, or (v) given to the Employee by any third party who legally had the Confidential Information and the right to disclose it.

Employee may disclose the Confidential Information in accordance with governmental orders, including judicial notices, provided that Employee gives Employer reasonable notice and Employee agrees to comply with applicable protective orders or their equivalents. Employee shall take all reasonable security precautions which Employee would use to protect its own Confidential Information. Confidential Information may be disclosed only to the Employee's employees or consultants on an as-needed and need-to-know basis. Any employee, consultant, parent, subsidiary, affiliate or other related party of the Employee that is permitted to access the Confidential Information shall be instructed to maintain confidentiality of such information. Such related parties permitted to access the Confidential Information shall not be permitted to make unauthorized copies of any tangible manifestations of such information. The Employee must keep and use written agreements with any and all related parties that have access to the Confidential Information to maintain compliance with the terms of this Agreement. Confidential Information may be disclosed pursuant to the Parties' business relationship or as provided hereunder.

 

,

 

 

 

  1. Return of Information. The Employee will forthwith deliver (without retaining copies thereof) to the Employer, upon its written request and no later than the termination of The Employee’s employment, all Confidential Information comprised in whatever form or media, which is in the Employee’s possession  or under the Employee’s control in any way and the results thereof or the business of the Employer or its related or affiliated entities or joint venture partners or projects.

The Employee understands that nothing herein:

  • requires the disclosure of any Confidential Information of the Employer; or
  • requires the Employer to proceed with any transaction or relationship .

 

  1. Term and Duration. The Agreement shall be effective as of the date set forth at the bottom of the document and remain in full force and effect for the following time period: ___________ (“Term”). The obligations under this Agreement shall subsist throughout the Term of this Agreement and shall thereafter continue for a period of ___________ after the expiry of or earlier termination of this Agreement.

 

  1. Rights and Remedies. Employee hereby agrees to promptly notify Employer of any disclosure of any Confidential Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought. Employee also agrees to notify Employer of any legal matter or process requiring disclosure of any Confidential Information before producing any such information. Employee agrees to cooperate with Employer to assist in the collection and retention of Confidential

Information after any unauthorized disclosure and to prevent further unauthorized use or dissemination of the Confidential Information. Employee shall return any tangible documents or products, including originals, copies, summaries, or notes of the Confidential Information or certify destruction of the same at the Employer's sole and exclusive discretion. Employee acknowledges that monetary damages may not be a sufficient remedy for any unauthorized disclosure of the Confidential Information and, as such, Employer may seek injunctive or equitable relief, without waiving any other rights or remedies, in a court of competent jurisdiction.

 

  1. Indemnity. The Employee hereby agrees to indemnify and hold the Employer harmless from all damages, costs, attorney's fees, or other losses arising out of or relating to the breach of this Non-Disclosure Agreement by the Employee.

 

  1. Severability. If any provision of this Non-Disclosure Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Non-Disclosure Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Non-Disclosure Agreement shall be replaced with a provision that is valid, enforceable, and most nearly gives effect to the original intent of the invalid/unenforceable provision.

 

  1. Entire Agreement. This Non-Disclosure Agreement along with the following document: ___________ dated ___________ between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter thereof.

 

  1. Amendments. Any change, alteration, amendment, or modification to this Non-Disclosure Agreement must be in writing and signed by authorized representatives of both the Parties.

 

  1. Dispute Resolution. Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

The courts in ___________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.

If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

 

  1. Independent Parties. Nothing contained or implied in this letter creates a joint venture or partnership between the Parties or makes one party the agent or legal representative of the other party for any purpose.

 

  1. Exclusivity. For a period of ___________, the Parties shall not enter into discussions with third parties for transactions which are similar to the Proposed Transaction.

 

  1. Assignment. This Agreement shall not be assignable by any Party without the prior written consent of the other Party.

 

  1. Notices. Except as otherwise specified in this Non-Disclosure Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers, and other communications required or permitted under this Non-Disclosure Agreement shall be in writing and shall be deemed given when sent to the address specified below.

In the case of Employer:

Attention: ___________

Address: ___________

The Employee:

Attention: ___________

Address: ___________

Either Party may change its address for notification purposes by giving the other Party ___________ days' notice of the new address and the date upon which it will become effective.

 

  1. Termination. This Agreement shall be terminated only by mutual agreement of the Parties. Termination of this Agreement will not prejudice any rights of the parties or terminate any obligations of confidentiality in respect of the Confidential Information existing prior to termination. Provided, further that the obligations of the Employee under this Agreement shall always remain in effect for a period of ___________ from the expiry or termination of this Agreement.

 

  1. Governing Law. This Agreement and all issues arising out of the same shall be construed in accordance with the laws of State of ___________ and any

applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the State of ___________.

 

  1. Ownership Maintained. Both Parties acknowledge and agree that any Confidential Information disclosed under this Agreement shall remain the exclusive property of the Employer. Nothing in this Agreement shall be construed as granting any rights in the Confidential Information to the Party receiving such information.

 

  1. No Waiver. None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

 

  1. Counterparts. This Agreement shall be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement shall be considered effective as of the date that both Parties have signed the Agreement, which may be the later date.  

 

In witness whereof, the Parties hereto have executed this Agreement.

 

Employer:

Signature ________________________

Typed or Printed Name ________________________

Date ________________________

Employee:

Signature _________________________

Date ________________________

Typed or Printed Name ________________________