Free Confidentiality Agreement Template for Employees

NON-DISCLOSURE AGREEMENT FOR EMPLOYEES

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of {EffectiveDate} (the “Effective Date”), by and between:

{CompanyName}, a company organized and existing under the laws of {GoverningLawCountry}, with its principal place of business at {CompanyAddress} (hereinafter referred to as the “Company”);

AND

{EmployeeName}, an individual residing at {EmployeeAddress} (hereinafter referred to as the “Employee”).

WHEREAS, the Company possesses certain confidential and proprietary information, trade secrets, and intellectual property that are valuable assets of its business;

WHEREAS, the Employee is being employed by the Company and, in the course of such employment, will have access to and be exposed to such Confidential Information;

NOW, THEREFORE, in consideration of the Employee’s employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” shall mean any and all non-public information, whether commercial, financial, technical, operational, or otherwise, disclosed by the Company to the Employee, or to which the Employee gains access during the course of their employment. This includes, but is not limited to, trade secrets, business plans, product designs, customer lists, financial data, marketing strategies, software, source code, inventions, processes, formulas, research and development, and any other information designated as confidential or which, by its nature, would reasonably be understood to be confidential.

2. OBLIGATIONS OF CONFIDENTIALITY
a. The Employee agrees to hold all Confidential Information in strict confidence and to take all reasonable steps to protect it from unauthorized disclosure.
b. The Employee shall not, during or after the term of their employment, directly or indirectly, use, disclose, copy, or permit the disclosure of any Confidential Information to any third party, except as required for the performance of their duties for the Company or as expressly authorized in writing by the Company.
c. The Employee shall not remove any Confidential Information from the Company’s premises without prior written authorization.

3. EXCLUSIONS
Confidential Information shall not include information that:
a. Is or becomes publicly available through no fault of the Employee.
b. Was rightfully in the Employee’s possession prior to disclosure by the Company.
c. Is independently developed by the Employee without use of or reference to the Company’s Confidential Information.
d. Is rightfully obtained by the Employee from a third party without restriction on disclosure.
e. Is required to be disclosed by law or court order, provided the Employee gives prompt notice to the Company to allow it to seek a protective order or other appropriate remedy.

4. RETURN OF MATERIALS
Upon termination of employment for any reason, or upon the Company’s request, the Employee shall immediately return to the Company all documents, records, software, equipment, and any other property or materials containing or embodying Confidential Information, whether prepared by the Employee or others.

5. REMEDIES
The Employee acknowledges that any breach of this Agreement would cause irreparable harm to the Company, for which monetary damages would not be an adequate remedy. Therefore, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or stop any unauthorized use or disclosure of Confidential Information.

6. TERM
The obligations of confidentiality set forth in this Agreement shall survive the termination of the Employee’s employment with the Company for an indefinite period, or as otherwise specified by law.

7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of {GoverningLawState} in {GoverningLawCountry}, without regard to its conflict of laws principles.

8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the {SignatureDate}.

COMPANY:

_____________________________
By: [Authorized Signatory Name]
Title: [Authorized Signatory Title]

EMPLOYEE:

_____________________________
{EmployeeName}