Employee Non Disclosure Agreement An Employee Non-Disclosure Agreement requires employees to keep company information confidential, specifying non-disclosure obligations, exceptions, and consequences of breaches.
1.1. Confidential Information
For purposes of this Agreement, "Confidential Information" means all non-public information, in any form (written, oral, or electronic), that the Company discloses to the Employee or which the Employee has access to during the course of employment with the Company, and that is not generally known in the relevant trade or industry. Confidential Information includes, without limitation: trade secrets, proprietary information, financial data, customer lists, supplier lists, pricing information, business plans, marketing plans, technical data, inventions, research and development information, product plans, and any other proprietary or confidential information belonging to the Company or received by the Company from third parties under an obligation of confidentiality.
2.1. Non-Disclosure and Non-Use of Confidential Information
The Employee agrees to hold all Confidential Information in strict confidence and not to (a) disclose any Confidential Information to any third party, or (b) use any Confidential Information for any purpose other than for the benefit of the Company and in the performance of the Employee's duties to the Company. The Employee further agrees to take all reasonable steps to protect the confidentiality of the Company's Confidential Information, using at least the same degree of care the Employee would use to protect Employee's own confidential information, but in any event not less than a reasonable degree of care.
3.1. Exceptions and Exclusions
The Employee's obligations under this Agreement do not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Employee; (b) was already lawfully known to, or independently developed by, the Employee without the use of any Confidential Information; (c) is lawfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (d) is required to be disclosed by law, court order, or governmental authority, provided that the Employee gives the Company prompt written notice of the requirement so that the Company may seek a protective order or other appropriate relief.
4.1. Return or Destruction Upon Termination of Employment
Upon termination of the Employee's employment with the Company for any reason, or upon the Company's request at any time, the Employee shall promptly return to the Company all Confidential Information in the Employee's possession or control, including any copies, extracts, or portions thereof, in any form, and any notes, memoranda, or other materials prepared by the Employee which contain, reflect, or are based on Confidential Information. In the event that the Company requests destruction of any Confidential Information, the Employee shall promptly certify in writing that all such materials have been destroyed.
5.1. Remedies and Damages
The Employee acknowledges and agrees that any breach of this Agreement will cause the Company irreparable harm for which money damages would be inadequate, and that in the event of any such breach, the Company, in addition to any other remedies available at law, shall be entitled to (a) equitable relief, including injunctive relief without the necessity of posting a bond or other security, and/or (b) recovery of all damages, costs, and expenses, including reasonable attorneys' fees incurred by the Company in connection with any breach or threatened breach by the Employee.
6.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State] without regard to its conflict of laws principles.
Any dispute arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in [State], and the parties hereto consent to the personal jurisdiction and venue of such courts.
7.1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, both oral and written, between the parties with respect thereto.
7.2. Amendment; Waiver
This Agreement may be amended or modified only by a writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
7.3. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision or portion of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions or portions shall remain in full force and effect.
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In this Employee Non-Disclosure Agreement, you will see the following sections:
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