Employee Non-Disclosure Agreement (NDA) by EasyLegalDocs
This template is an Employee Non-Disclosure Agreement that also includes a non-competition clause. It is designed to protect a company's confidential information by preventing an employee from disclosing it or using it for personal gain. Additionally, it restricts the employee from engaging in competitive business for a specified period after their employment ends.
EMPLOYEE NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") was made and becomes effective on [Effective Date] (the "Effective Date"),
BY AND BETWEEN: | [Employee Name], with an address of [Employee Address], hereinafter referred to as the "Employee". |
AND: | [Company Name], with an address of [Company Address], hereinafter referred to as the "Company", collectively referred to as the "Parties". |
DEFINITIONS
"Confidential Information" means all material and information, whether written or oral, received by Employee from Company, which relates to Company's business, services, products, research, or property.
CONFIDENTIALITY
The Employee shall keep in strict confidence and not disclose to any person, firm, or company, the Confidential Information, except as may be required by law or any legal or regulatory authority.
The Employee agrees to exercise the same degree of care to protect the Confidential Information as the Employee would use with his/her own confidential information, but in no event less than a reasonable degree of care.
The obligations of confidentiality under this Agreement shall survive the termination of the Employee's employment with the Company and shall continue indefinitely.
NON-USE
The Employee agrees not to use any Confidential Information for any purpose except to carry out his/her duties as an employee of the Company.
The Employee shall not use the Confidential Information to directly or indirectly compete with the Company or to obtain any unauthorized personal benefit.
RETURN OF MATERIALS
Upon the termination of this Agreement, Employee will promptly return to the Company all documents, electronic media, notes, summaries, and all other materials and copies thereof containing any Confidential Information.
The Employee shall also destroy or delete all electronic copies or records of the Confidential Information that may be in the Employee's possession or control.
NON-COMPETITION
The Employee will not, during the term of this Agreement and for a period of 2 years after its termination, engage, either directly or indirectly, in any business that is competitive to the Company's business.
The non-competition obligation shall apply within a geographical area that reasonably corresponds to the scope of the Company's business operations.
In the event that the Employee violates the non-competition obligation, the Company shall be entitled to seek injunctive relief and other appropriate remedies.
REMEDIES
The Employee acknowledges that the Company may suffer irreparable harm if Employee breaches this Agreement, and therefore agrees that the Company may obtain injunctive relief against any breach or threatened breach of this Agreement, in addition to any other legal remedies which may be available.
The rights and remedies provided in this Agreement are cumulative and shall not be exclusive of any other rights or remedies provided by law.
SEVERABILITY
If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intentions as expressed herein.
GOVERNING LAW
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About this template
What is this template?
This document is a restrictive covenant agreement between an employer and a staff member. It contains a 2-year post-termination non-compete clause and an indefinite confidentiality obligation. It is not a standard business-to-business mutual NDA.
When should you use it?
Use this template when onboarding new staff who will handle internal products or services. Use a Mutual Non-Disclosure Agreement instead if both parties are sharing protected data for a joint project.
What's inside
| Clause | Name | What it does |
|---|---|---|
| DEFINITIONS | Definitions | Defines Confidential Information as all material relating to the Company's business, research, or property received by the Employee. |
| CONFIDENTIALITY | Confidentiality | Obliges the Employee to maintain a reasonable degree of care and keep information confidential indefinitely beyond employment termination. |
| NON-USE | Non-Use | Prohibits the Employee from using Confidential Information to compete with the Company or obtain unauthorized personal benefits. |
| RETURN OF MATERIALS | Return of Materials | Requires the Employee to promptly return physical materials and delete electronic records containing Confidential Information upon termination. |
| NON-COMPETITION | Non-Competition | Restricts the Employee from engaging in competitive business for 2 years after the Agreement terminates. |
| REMEDIES | Remedies | Entitles the Company to seek injunctive relief for breaches that may cause irreparable harm. |
| GOVERNING LAW | Governing Law | Subjects any disputes to the exclusive jurisdiction of the courts in the specified [Governing Law Jurisdiction]. |
Who it's for
- a company hiring an employee who will have access to proprietary research and business secrets
- an employer seeking to prevent a former staff member from competing for 2 years post-employment
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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