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Employer Employee Confidentiality Agreement template
Employer Employee Confidentiality Agreement sample

What is Employer Employee Confidentiality Agreement?

Employer Employee Confidentiality Agreement Protects sensitive information within a company, preventing employees from disclosing or using confidential data.

Sample template:


THIS EMPLOYER-EMPLOYEE CONFIDENTIALITY AGREEMENT ("Agreement") is made and entered into as of [Date], by and between ACME Corporation ("Employer"), and Employee ("Employee") and Homenick INC.


1.1. Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean any non-public information, in any form, relating to the Employer's business, including but not limited to, trade secrets, financial information, customer lists, technology, research, processes, methods, inventions, and intellectual property.

1.2. Proprietary Information

For purposes of this Agreement, "Proprietary Information" shall mean all Confidential Information and any other materials, information, or communications that are owned, licensed, or otherwise controlled by the Employer and are marked or otherwise designated as proprietary.


2.1. Confidentiality Obligations

Employee acknowledges and agrees that during the course of Employee's employment with Employer, Employee may have access to, learn, or become acquainted with the Employer's Confidential Information. Employee agrees to hold all Confidential Information in strict confidence and shall not disclose, share, or otherwise disseminate any Confidential Information, directly or indirectly, to any third party without the prior written consent of the Employer.

2.2. Non-Use of Confidential Information

Employee agrees not to use any Confidential Information for the benefit of any party other than the Employer or as expressly authorized by the Employer. The Employee shall not use Confidential Information in any manner that could cause harm or be detrimental to the Employer's business or reputation.

2.3. Return of Confidential Information

Upon termination or expiration of Employee's employment with the Employer, or at any time upon the Employer's request, the Employee agrees to promptly return to Employer all Confidential Information, including all copies and summaries, in the Employee's possession or control.


3.1. Restriction on Employee's Access

Employee acknowledges that Employee's access to and use of Proprietary Information are subject to Employer's policies and procedures, including any applicable restrictions or limitations imposed by applicable U.S. laws and regulations.

3.2. Safeguarding of Proprietary Information

Employee agrees to take all reasonable precautions to prevent unauthorized disclosure, dissemination, or use of Proprietary Information, including but not limited to, implementing appropriate security measures and procedures to maintain the confidentiality and protect the integrity of the Proprietary Information.


4.1. Non-Competition

For a period of twelve (12) months following the termination of Employee's employment for any reason, Employee agrees not to directly or indirectly engage in any business activity that is competitive with the Employer's business, or becomes competitive during the term of this Agreement, within the United States.

4.2. Non-Solicitation

For a period of twelve (12) months following the termination of Employee's employment for any reason, Employee agrees not to directly or indirectly solicit or attempt to solicit any of the Employer's employees, customers, or clients for the purpose of engaging them in any business activities that are competitive with the business of the Employer.

4.3. Non-Disparagement

During and after the term of Employee's employment, Employee agrees not to make any statements, written or verbal, or cause or encourage others to make such statements, that defame, disparage, or in any way criticize the personal or business reputation, practices, or conduct of the Employer, its employees, directors, or officers.


5.1. Injunctive Relief

Employee acknowledges and agrees that the Employer would suffer irreparable harm if Employee were to breach any of the provisions of this Agreement, and that the Employer would not have an adequate remedy at law in the event of such a breach. In the event of a breach or threatened breach by the Employee of any provisions of this Agreement, the Employer shall be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it, and without the necessity of posting a bond or proving actual damages.

5.2. Indemnification

Employee agrees to indemnify and hold harmless the Employer from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or resulting from any breach or alleged breach by Employee of any provisions of this Agreement.


This Agreement shall be governed by and construed in accordance with the laws of the United States, without giving effect to any choice of law or conflict of law provisions or rules that would cause the application of the laws of any jurisdiction other than the United States.


7.1. Severability

If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remainder of this Agreement shall remain in full force and effect and be construed in such a manner as to preserve its enforceability to the maximum extent.

7.2. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, representations, or agreements, whether written or oral, relating to the subject matter contained herein. This Agreement may not be modified or amended except in writing signed by both parties.

7.3. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Employer-Employee Confidentiality Agreement as of the date first above written.

EMPLOYER: __________________________________ [Signature] ACME Corporation
EMPLOYEE: __________________________________ [Signature] [Employee Name]

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Common Sections of an Employer-Employee Confidentiality Agreement

In this Employer-Employee Confidentiality Agreement, you will see the following sections:

  1. Definitions
  2. Confidentiality and Non-Disclosure
  3. Handling of Proprietary Information
  4. Post-Employment Restrictions
  5. Remedies
  6. Governing Law
  7. Miscellaneous

Going in-depth - Summary of each section:

  1. Definitions : This section explains the meaning of key terms used in the agreement, such as "Confidential Information" and "Proprietary Information." Think of it as a dictionary for the agreement, helping you understand the specific language used.

  2. Confidentiality and Non-Disclosure : This section outlines the employee's obligations to keep the employer's confidential information secret and not to use it for their own benefit or share it with others. It's like a promise to keep the employer's secrets safe and not to spill the beans to anyone else.

  3. Handling of Proprietary Information : This section explains how the employee should handle the employer's proprietary information, including limiting access and taking precautions to prevent unauthorized disclosure. It's like a set of rules for how to treat the employer's valuable information with care and respect.

  4. Post-Employment Restrictions : This section sets out restrictions on the employee's activities after their employment ends, such as not competing with the employer or trying to steal their customers or employees. It's like a set of ground rules for what the employee can and can't do after they leave the company.

  5. Remedies : This section describes the legal actions the employer can take if the employee breaks the agreement, such as seeking an injunction or suing for damages. It's like a list of consequences for not following the rules set out in the agreement.

  6. Governing Law : This section specifies which country's laws will be used to interpret and enforce the agreement. It's like choosing a referee to decide any disputes that might arise between the parties.

  7. Miscellaneous : This section covers various additional topics, such as what happens if part of the agreement is found to be invalid, how the agreement can be changed, and how it can be signed. It's like a collection of extra details to tie up any loose ends in the agreement.

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