ClauseryFree employee NDA (confidentiality agreement) template (Word)
A confidentiality agreement signed by an employee at hire (or before accessing sensitive information) promising not to disclose company trade secrets, customer lists or confidential information during or after employment.
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An employee NDA (or employee confidentiality agreement) protects company trade secrets, customer lists, business plans, source code and other confidential information from being disclosed by employees during or after employment.
NDAs are enforceable when they protect legitimate business secrets. They cannot be used to silence whistleblowers, prevent reporting of illegal activity, or cover up harassment — many US states (including California, Washington and New York) have recently restricted overly broad NDAs.
What to include#
- Parties. Employer name and address; employee name and role; effective date.
- Definition of confidential information. Broad but specific categories: trade secrets, customer lists, financials, source code, product plans, internal processes — excluding public information and information the employee already knew.
- Employee obligations. Not to disclose, not to use outside employment, to protect and return materials at termination, and to secure access.
- Exclusions. Information that is/ becomes public through no fault of the employee, independently developed, rightfully received from a third party, or required to be disclosed by law.
- Term and remedies. Duration of obligations (trade secrets typically last indefinitely; other info 1-5 years), return of property clause, and remedies (injunctive relief, damages, attorney fees) with governing law.
How to fill it in#
Step 1: Tailor to the role
An engineering NDA is broader (covers source code, product plans) than a front-line staff NDA; avoid one-size-fits-all overreach.
Step 2: Include whistleblower carve-outs
Add language that nothing prevents disclosing illegal activity to government agencies, as required by federal Defend Trade Secrets Act and state laws.
Step 3: Limit the term
Do not claim indefinite confidentiality for non-trade-secret info; 1-5 years post-employment is typical.
Step 4: Sign before access
Have the employee sign before they access confidential information (ideally on day one with onboarding paperwork).
Step 5: Pair with IP assignment
Most employee NDAs are bundled with a proprietary-information-and-inventions-assignment agreement covering work product IP.
Related templates and guides
Questions
Are employee NDAs enforceable?
Generally yes for legitimate trade secrets, but many states limit post-employment non-disclosure especially for harassment/assault and whistleblowing.
Can employees talk about wages?
No — under the federal NLRA, non-supervisory employees cannot be prohibited from discussing wages or working conditions.
What about whistleblowers?
Federal and state laws protect reports of illegal conduct; NDAs cannot waive those rights — include a carve-out.
How long do obligations last?
Trade secrets have no fixed end (until they become public); other confidential info is usually 1-5 years post-termination.
Must it be signed on day one?
It is safest to sign at onboarding; if signed later, provide separate consideration (raise, bonus, promotion) for it to be enforceable.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.