Employee NDA Template

This Non-Disclosure and Confidentiality Agreement ("Agreement") is made between [Employer.Company] ("Employer") and [Employee.FirstName][Employee.LastName] ("Employee") as of [Document.CreatedDate].

Recitals

• ​[Employer.Company] is engaged in (business activities) and possesses certain confidential and proprietary information relating to the business activities.

• Employees will be exposed to and have access to confidential and proprietary information in connection with their employment.

• To ensure the protection of confidential and proprietary information, Employer requires that Employee agree to the terms and conditions of this Agreement.

Agreement

NOW, THEREFORE, in consideration of the employment of Employee by Employer, the Parties hereby agree as follows:

Confidential Information

"Confidential Information" means any and all information, whether made available orally, in writing, or in any other form, that relates to the business activities of Employer, which is not generally known to the public, and which has not been disclosed by Employer to Employee for the purpose of carrying out Employee's duties. Confidential Information includes, but is not limited to, trade secrets, know-how, inventions, research results, customer and vendor lists, financial information, marketing strategies, and any other proprietary information that is designated as confidential by the Employer.

Use and Disclosure of Confidential Information

Employee agrees to use the Confidential Information solely for the purpose of performing his or her duties for Employer and to disclose Confidential Information only to those persons within Employer who need to know such information. Employee shall not use or disclose Confidential Information other than as provided in this Agreement without the prior written consent of Employer.

Protection of Confidential Information

Employee will hold in confidence and protect against unauthorized use and disclosure of all Confidential Information, using the same degree of care that he or she uses to protect their own confidential information but in no case less than reasonable care. Employee will immediately notify Employer of any unauthorized use or disclosure of Confidential Information which he or she becomes aware of.

Return of Confidential Information

Employee recognizes that all Confidential Information is proprietary to Employer and agrees to immediately return to Employer all Confidential Information and any copies thereof in Employee's possession or control upon the termination of his or her employment with Employer.

Non-Competition

The Parties acknowledge that the Confidential Information is a valuable and unique asset of Employer and that the use or disclosure of Confidential Information by Employee for a competing enterprise or for personal gain would cause irreparable harm to Employer. Employee agrees that during his or her employment, and for a period of (time period) thereafter, he or she shall not engage in any activity that is in competition with the business activities of Employer.

Term and Termination

This Agreement shall remain in effect for (duration) or until terminated earlier by either Party upon written notice to the other Party. The terms and provisions of this Agreement shall survive any termination of Employee's employment with Employer.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of [Employer.State] without giving effect to its conflicts of law principles.This Agreement shall be governed by and interpreted in accordance with the laws of (State) without giving effect to its conflicts of law principles.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, supersedes all prior negotiations, and may only be amended in writing and executed by both Parties.

Employee acknowledges and agrees to the terms and conditions of this Agreement and understands that any breach of this Agreement will cause irreparable harm to Employer. This Agreement is binding upon the Parties, their executors, administrators, personal representatives, successors, and assigns.