Free employee NDA template (Word)

EMPLOYEE CONFIDENTIALITY AGREEMENT

This Employee Confidentiality Agreement (the "Agreement") is made on [Effective date] between [Employer name], [Employer address] (the "Company"), and [Employee name] (the "Employee"), who is employed as [Job title]. The Employee's employment starts on [Start date].

1. Confidential Information

"Confidential Information" means non-public information about the Company's business that the Employee receives or learns through their work, in any form, including business and product plans, customer and supplier information, pricing, financial information, software and technical information, and know-how. It includes in particular: [Named information details].

Confidential Information does not include information that is or becomes public through no fault of the Employee, that the Employee lawfully knew before working for the Company, or that the Employee lawfully receives from someone else without a duty of confidence. It also does not include the Employee's general skills, knowledge and experience.

2. What the Employee agrees to do

1. Use Confidential Information only to do their job for the Company.
2. Not disclose it to anyone outside the Company, or to colleagues who do not need it for their work, unless the Company authorizes it.
3. Keep it secure, and follow the Company's policies on devices, passwords and storing information.
4. Tell the Company promptly if they learn that Confidential Information has been lost or disclosed without permission.

3. How long this lasts

These obligations apply during the Employee's employment and for [Years after employment] years after it ends. Information that is a trade secret under applicable law stays protected for as long as it remains a trade secret.

4. Returning Company property

When the Employee's employment ends, or earlier if the Company asks, the Employee will return all Company documents, files, devices and other property, and delete any copies of Confidential Information from personal devices and accounts, and will confirm in writing that they have done so.

5. What this Agreement does not restrict

Nothing in this Agreement prevents the Employee from reporting a possible violation of law to a government agency or regulator, taking part in an investigation, giving truthful evidence, or disclosing information where the law protects the right to do so, including information about harassment, discrimination or other unlawful conduct at work. The Employee does not need the Company's permission to do any of these things. This includes discussing wages, hours and other terms and conditions of employment, as protected by the National Labor Relations Act.

Notice under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)): an individual 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 federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under a court order.

This Agreement does not stop the Employee from working for anyone else after leaving the Company. It only protects Confidential Information.

6. Remedies

The Employee understands that a breach of this Agreement could cause the Company harm that money alone cannot put right, so the Company may ask a court for an order to stop a breach, as well as any other remedy the law allows.

7. General

This Agreement does not create employment for any fixed period or change the other terms of the Employee's employment. If any part of it cannot be enforced, the rest still applies. It is governed by the laws of [Governing law].

Signatures

[Employer name]

By: ____________________________

Name and title: [Company signatory] Date: ______________

Employee: ____________________________ [Employee name] Date: ______________