Employee Confidentiality Agreement

This agreement is operational when signed by and between the parties [Employer.FirstName][Employer.LastName][Employer.Company], a Private Limited Company having its office headquartered at [Employer.StreetAddress][Employer.City][Employer.State][Employer.PostalCode][Employer.Country], and [Employee.FirstName][Employee.LastName], residing at [Employee.StreetAddress][Employee.City][Employee.State][Employee.PostalCode][Employee.Country]​.

​[Employee.Company] is offering employment to Mr./Ms. __________________ from ______________(Date of joining the company), and this agreement intends to safeguard the confidential information or data revealed by the Company during employment to [Employee.FirstName][Employee.LastName].

In contemplation of the remuneration salaried by the [Employee.FirstName][Employee.LastName], the receipt and competence of which is accepted hereby, [Employee.FirstName][Employee.LastName] hereto agrees with the following clauses:

1. Confidential Information or Data

​[Employee.FirstName][Employee.LastName] must consider that any confidential information or data shared by [Employee.Company] are the exclusive trade secrets of the Employer. Therefore, it is the foremost duty of the Employee to take practical and equitable steps to protect the confidentiality of the shared information or data.

The Employee is not authorized to utilize any proprietary data or confidential information for their personal advantage or the benefit of others during the employment period.

The Employee agrees that the proprietary data and confidential information are the sole property of the Employer. Thus, the Employee will not confiscate it away from the company premises of the Employer under any conditions unless the Employer provides written approval to the Employee. If the information or data is removed, the Employee must submit it back to the Employer upon the termination and refrain from making copies or replicating it.

All the vital devices, computer disks, files, notebooks, and any other tangible asset containing proprietary data or confidential information are the Employer's private property. Thus, the Employee holds no right over the exclusive belongings of the Employer.

The Employee agrees that they, under any circumstance, will not reveal the proprietary data or confidential information, whether directly or indirectly, to any other person or entity. Any utilization of confidential material by the Employer will result in the breach of data, necessitating the Employer to take strict legal action against the Employee.

If the Employee leaves their position, they cannot take up another job within a specific time period of _______ months and cannot share any confidential information, data, or tangible material with their previous Employer.

2. Constraints and Exceptions Regarding Confidential Information and Proprietary Data

​[Employee.FirstName][Employee.LastName]agrees to maintain the secrecy of the proprietary data and confidential information to avert its unauthorized distribution for a minimum period of _________ years from the date of last and the final disclosure by[Employee.Company] .

3. Inventions or Discoveries

During the employment of [Employee.FirstName][Employee.LastName] with [Employee.Company], the Employee must disclose all the inventions, creative ideas, improvements, and discoveries in writing to the Employer, even if it is not registrable under the Copyright Act. Besides, the Employee also has to mention whether the inventions, creative ideas, improvements, and discoveries were alone or with a fellow employee of the Company. The Employee agrees that all the inventions, creative ideas, improvements, and discoveries, whether material, intellectual, or visual, are the exclusive property of the Employer.

4. Return of Crucial Documents and Materials

Upon the written request made by [Employee.Company], [Employee.FirstName][Employee.LastName] shall return or destroy/erase all the crucial documents and materials containing any confidential information or data of the Company. The Employee is also liable to hand over all the work-related notes, financial statements, files, computer programs, and any material that embodies the Employee's job-associated information. However, the return or destruction of material, information, or data does not relieve the Employee of their obligation to maintain confidentiality. The Employee has to certify that they have complied with all the norms and provisions of this clause.

5. Covenant Not to Compete

During the employment course of [Employee.FirstName][Employee.LastName] with [Employee.Company], the Employee agrees not to engage or participate with the business competitors without obtaining written consent from the Employer beforehand.

After the termination, the Employee must not reveal any information encircling the trade secrets of business or clients associated with [Employee.Company].

6. Termination

This agreement will remain effective and expressly dismissed in writing and signed by Employer and the Employee until _______ years from the date of employment termination between [Employee.FirstName][Employee.LastName] and [Employee.Company].

The breach of any clause by the Employee stated in this agreement, or any misconduct in the Company shall lead to termination of the employment. The Employee's association with the Employer is terminable at will. Therefore, either the Employee or the Employer is authorized to terminate the association with prior notice of ______ days.

7. Acknowledgement by the Employee

​[Employee.FirstName][Employee.LastName] acknowledges that [Employee.Company] shall provide the Employee access to all the confidential information, proprietary data, clients, and trade secrets in the faith of this agreement and goodwill. The Employee agrees to retain the said data and information as confidential and not to disclose it on their behalf to any third party.