Sep 29,2022 | 8 min read

Employee Non Disclosure Agreement

The Employee Non-Disclosure Agreement (hereinafter referred to as the "Agreement")

This Employee Non-Disclosure Agreement (hereinafter referred to as the "Agreement") was signed on (the "Effective Date") by_________________ Employee and_________________ Company (hereinafter referred to as the "Parties").

First Article: Scope of Agreement

This Agreement acknowledges that employees and the company (referred to collectively as the "parties") may discuss certain confidential information, trade secrets, and proprietary data of or pertaining to the company (referred to as "Confidential Information"). The circumstances in which the employee may and may not disclose confidential information are outlined in this agreement, as are the remedies, consequences, and legal actions that the company may take if such data is used or disclosed by the employee. The terms of this agreement create a bond of agreement and confidentiality between the parties, and they both agree that protecting the company's confidential information is a top priority for them. The parties agree on the following in light of the employee's termination from employment or continued employment with the company: 

The Second Article: Definitions of Confidential

  • plans, concepts, designs, blueprints, drawings, models, devices, equipment, apparatus, products, prototypes, formulae, techniques, research projects, computer programs, software, firmware, hardware, business and development plans, vending systems, monetary and pricing data, statistics about investors, customers, suppliers, experts, and employees, and other business-related concepts, thoughts, or statistics

  •  Derogations 

Statistics are no longer considered confidential information for the purposes of this agreement, and the employee is not responsible for keeping them private if:

 (i) the information has been made publicly available;

 (ii) the information obtained from a third birthday celebration no longer violates the terms of this Agreement and is available to the employee without the employee's wrongful conduct or breach of the Agreement; or

 (ii) a written authorization from the employer allowing the data to be released.

  • The Confidentiality Period (Check One):

 An employee agrees not to use or disclose confidential information for their own benefit or the benefit of any other person, organization, or entity other than the company for a period of

 The employee agrees to refrain from using or disclosing confidential information for the benefit of the company or any other person, organization, or entity other than the employee during their employment with the company or at any time thereafter.


  • Restrictions 

Employees are required to restrict access to confidential information to only those individuals who are performing duties related to the company and its business on a strictly need-to-recognize basis. The terms of this agreement are binding on all employees under the employee's command—affiliates, agents, experts, representatives, and other employees.


  • Control. 

The employer is considered to own all statistics storage facilities that contain or in any way relate to Confidential Information.Unless the company gives prior written consent, it is illegal to remove confidential information from the company's premises. Upon termination of employment or at any other time at the employer's request, the employee will return all such devices made, compiled, or used by the employee. 

Third Article: List of Prior Inventions 

  1. The terms of this agreement do not apply to the employee's innovations that he or she developed prior to signing the agreement.

  2. Apart from the ones described in subsection (C.) of this section, the only assets of the company are inventions developed while it was employed.

  3. Individual inventions The terms of the Agreement do not apply to inventions developed by an employee on their own time that are no longer based on the assets of the company and were not created with any company materials, equipment, technology, or data.

Fourth Article: Complete Agreement

  • Contracts in the Past 

Any prior agreements between employer and employee are null and void as a result of each party signing this agreement, which constitutes the entire settlement. 

  • Amendments and alterations 

The agreement must be amended in writing and signed by both parties' legal representatives before it can be changed in any way. 

  • Assigns and Successors 

The parties' heirs, subsidiaries, assigns, and groups that control or manage the parties are bound by this agreement. While the employee is prohibited from assigning any of their rights or responsibilities under the agreement without the prior written consent of the company, the company is free to transfer this agreement to any party at any time. 

Fifth Article: The fifth article describes a relationship in which there is no agreement.


  1. The agreement no longer represents an employment contract and does not guarantee the employee's continued employment.


  1. Partnerless As a result of the agreement, an employee and a company can no longer form a partnership or collaborate on a project. Instead of being covered by this agreement, financial arrangements between the parties must now be disclosed in a separate document.

Sixth Article: Severability

If any part of the agreement—or any part of it—is found to be illegal, invalid, or otherwise unenforceable by a court, it will be taken out of the agreement, but the rest of the agreement will still be enforceable. The terms of any severed provision will be interpreted in accordance with the purpose for which they were drafted, and a severed provision will no longer control the integrity of the Agreement.

Seventh Article: Legal Framework

The laws of the State of ____________ will govern this agreement. 

Eight Articles: Immunity

While supporting or participating in a case related to a suspected violation of regulation, disclosing confidential information to an attorney, government consultant, or courtroom official in self-assurance is not considered a breach of this agreement. The employee is obligated to notify the employer of any regulations requiring the employee to disclose confidential information.

Ninth Article: A Reason to Act in the Case of a Settlement Breach 

  1. The employee is aware that the employer is entitled to an injunction prohibiting the use or disclosure of the confidential information and that the use or disclosure of any confidential information may be the subject of a motion for regulation in the appropriate court docket of the State of ___ or any state of the United States, or in any federal court docket.

  2. Liability insurance The employee is aware of and agrees that he or she will be held responsible and will indemnify the company in the event that the employee's use or disclosure of confidential information results in damage, loss, fee, or rate to the company.

  3. Protective Orders The employee is aware of the fact that the use or disclosure of confidential information should cause the company irreparable harm, and the employee is of the same opinion that the company has the right to pursue criminal action beyond financial remedies in the form of injunctive or equitable relief. This may be in addition to any other remedy, penalty, or declaration that the law may provide.

  4. Notification of Unauthorized Disclosure or Use An employee is required by this agreement to notify the company of any breach of settlement relating to the dissemination of confidential information, whether by the employee or a third party, and to assist the company in regaining ownership of the confidential information.

Tenth article:

In the event of a dispute arising out of or in accordance with this agreement, the winning party has the right to collect from the other party its reasonable legal fees, expenses, and essential costs.

 The parties to this agreement have signed on the dates listed below in conformity with the terms of the agreement.

 Employee Signature: ___________________________ Date: _______/________/________


Employee's printed name: __________________________


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