Employment Non-Disclosure Agreement 

This Employment Non-Disclosure Agreement (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between: 

1. [Company Name], a [type of entity, e.g., Corporation or LLC], having its principal place of business at [address], hereinafter referred to as the “Company”; 

2. [Employee Name], an individual residing at [address], hereinafter referred to as the “Employee.” 

The Company and the Employee may each be referred to herein as a “Party” and collectively as the “Parties.” 

1. Purpose 

The Company desires to employ (or continue to employ) the Employee, granting the Employee access to confidential, proprietary, or otherwise sensitive information related to the Company’s business. In consideration of such employment and access, the Employee agrees to the terms and conditions set forth in this Agreement regarding the protection of the Company’s confidential information. 

2. Definition of Confidential Information 

1. For purposes of this Agreement, “Confidential Information” means all non-public, proprietary, or confidential materials or information disclosed to the Employee or learned by the Employee through employment with the Company, in any form (written, oral, electronic, or otherwise), including but not limited to: 

• Trade secrets, know-how, or technical information; 

• Business strategies, marketing plans, and financial data; 

• Customer lists, vendor relationships, pricing information; 

• Software code, designs, or other intellectual property; 

• Any information that provides the Company with a competitive advantage and is maintained in confidence; 

• Any notes, analyses, compilations, or other documents prepared by the Employee that incorporate or are based on such Confidential Information. 

2. Confidential Information does not include information that the Employee can demonstrate: 

• is or becomes generally available to the public without breach of this Agreement; 

• was lawfully in the Employee’s possession before disclosure, without any obligation of confidentiality; 

• is independently developed by the Employee without the use of or reference to the Company’s Confidential Information; 

• is obtained from a third party with the legal right to disclose it without restriction. 

3. Non-Disclosure and Non-Use Obligations 

1. Use Restriction: The Employee agrees to use the Confidential Information solely for the purpose of performing duties in the scope of employment with the Company. The Employee shall not use or exploit Confidential Information for personal gain or for any purpose unrelated to the Employee’s job responsibilities. 

2. Confidentiality: The Employee shall hold Confidential Information in strict confidence and shall not disclose, distribute, or otherwise make available such information to any third party without the prior written consent of the Company. 

3. Standard of Care: The Employee agrees to protect the confidentiality of the Company’s Confidential Information using at least the same degree of care the Employee uses to protect the Employee’s own confidential information, but in no event less than a reasonable degree of care. 

4. Third-Party Disclosure: If the Employee is legally compelled by a valid court order, subpoena, or governmental regulation to disclose any Confidential Information, the Employee shall immediately notify the Company (unless prohibited by law), so the Company can seek a protective order or other remedy. The Employee shall disclose only that portion of the Confidential Information that is legally required and shall provide reasonable assistance to the Company in obtaining confidential treatment for any disclosed information. 

4. Term and Survival 

1. Employment Term: This Agreement is effective upon the Effective Date and shall continue in force for the duration of the Employee’s employment with the Company. 

2. Post-Employment Obligations: The obligations in this Agreement concerning Confidential Information shall survive the termination of the Employee’s employment for as long as the information remains confidential or as long as allowed by applicable law. 

3. No Guarantee of Continued Employment: Nothing in this Agreement shall be construed to alter the at-will nature of the employment relationship (if applicable) or to guarantee employment for any specific duration, unless otherwise agreed upon in writing. 

5. Return or Destruction of Materials 

1. Upon the Company’s request or upon termination of the Employee’s employment, the Employee shall immediately return or destroy (at the Company’s direction) all documents, materials, and property (including all copies or reproductions) containing Confidential Information. 

2. If such materials are electronically stored (e.g., emails, cloud backups), the Employee shall ensure permanent deletion to the extent feasible or retain them in a secure manner with restricted access if required by law or Company policy, continuing to adhere to the obligations of this Agreement regarding confidentiality. 

6. No License or Transfer of Rights 

Nothing in this Agreement shall be construed as granting the Employee any license, assignment, or other interest in any intellectual property or Confidential Information of the Company, whether by estoppel, implication, or otherwise. All such rights and interests remain solely with the Company. 

7. Remedies for Breach 

1. The Employee acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Company, for which monetary damages alone may be an inadequate remedy. 

2. The Company shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy (in addition to any other rights and remedies available under law) to prevent or restrain such breach. 

3. The Company also reserves the right to seek damages, attorney’s fees, and other costs resulting from any breach. 

8. Governing Law and Jurisdiction 

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in [County], [State], and the Parties irrevocably consent to the jurisdiction of such courts. 

9. General Provisions 

1. Entire Agreement: This Agreement, along with any additional written employment agreements, represents the entire agreement between the Employee and the Company concerning the subject matter herein and supersedes any prior understandings or agreements, whether written or oral, relating to the same. 

2. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

3. No Waiver: The failure of either Party to enforce any right or provision under this Agreement shall not constitute a waiver of future enforcement of that or any other right or provision. 

4. Amendments: Any modification or amendment to this Agreement shall be valid only if in writing and signed by both the Employee and an authorized representative of the Company. 

5. Assignment: The Employee shall not assign or transfer any rights or obligations under this Agreement to any third party. The Company may assign its rights and obligations under this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to assume the Company’s obligations hereunder. 

6. Headings: Section headings in this Agreement are for convenience only and do not have legal effect. 

10. Signatures

By signing below, the Employee acknowledges that they have read, understood, and agree to the terms of this Employment Non-Disclosure Agreement. The Employee further agrees that entering into this Agreement is a condition of employment or continued employment with the Company. 

Company: [Company Name] 

Signature: ______________________________ 

Name: _________________________________ 

Title: _________________________________ 

Date: _________________________________ 

Employee: [Employee Name] 

Signature: ______________________________ 

Name: _________________________________ 

Date: _________________________________