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Employee Non Disclosure Agreement template
Employee Non Disclosure Agreement sample

What is Employee Non Disclosure Agreement?

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.

Sample template:


This Employee Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between CyberGuard Technologies Inc., a [State] corporation ("Company"), and Sarah Miller, an individual ("Employee").

1. Definition of Confidential Information

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. Non-Disclosure Obligations

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. Exceptions to Confidential Information

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. Return or Destruction of Confidential Information

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. Consequences of Breach

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. Governing Law and Venue

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.

6.2. Venue

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. Miscellaneous

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.

7.4. Severability

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.

IN WITNESS WHEREOF, the parties hereto have executed this Employee Non-Disclosure Agreement as of the date first above written.


By: ______________________________ By: ______________________________
[Authorized Signatory] Sarah Miller

Date: ____________________________ Date: ____________________________

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Sections of an Employee Non-Disclosure Agreement

In this Employee Non-Disclosure Agreement, you will see the following sections:

  1. Definition of Confidential Information
  2. Non-Disclosure Obligations
  3. Exceptions to Confidential Information
  4. Return or Destruction of Confidential Information
  5. Consequences of Breach
  6. Governing Law and Venue
  7. Miscellaneous

Going indepth - Analysis of each section:

  1. Definition of Confidential Information : This section explains what is considered "Confidential Information." It includes non-public information that the employee may come across during their employment, such as trade secrets, financial data, customer lists, and other proprietary information. Think of it as a secret recipe that the company wants to protect from being shared with others.

  2. Non-Disclosure Obligations : This section outlines the employee's responsibility to keep the Confidential Information secret. The employee must not share it with anyone or use it for their own benefit. It's like being entrusted with a friend's secret and promising not to tell anyone else or use it against them.

  3. Exceptions to Confidential Information : This section lists the situations in which the employee's non-disclosure obligations do not apply. For example, if the information is already public or if the employee is required to disclose it by law. It's like being allowed to share a secret if everyone already knows it or if you're legally required to do so.

  4. Return or Destruction of Confidential Information : This section requires the employee to return or destroy all Confidential Information when their employment ends or if the company requests it. It's like giving back a borrowed book or deleting a sensitive file when you no longer need it.

  5. Consequences of Breach : This section explains the consequences if the employee breaks the agreement. The company can seek legal remedies, such as an injunction to stop the employee from sharing the information or monetary damages. It's like facing penalties for breaking a promise or a contract.

  6. Governing Law and Venue : This section states that the agreement is governed by the laws of a specific state and that any disputes will be resolved in the courts of that state. It's like agreeing to play a game by a certain set of rules and knowing where the game will be played if there's a disagreement.

  7. Miscellaneous : This section covers various additional terms, such as the entire agreement between the parties, how the agreement can be amended, and what happens if a part of the agreement is found to be invalid. It's like a catch-all for any other details that need to be addressed in the agreement.

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