An employee non-disclosure agreement is a fairly standard form for businesses that
deal with confidential information or have regular competitors in their industry. This
agreement will keep an employee's vital knowledge of company information private and
confidential. In addition to stating that the new employee will keep confidential
information confidential, it also states specific penalties for breach of that agreement.
This document should be used by employers who want their employees to keep certain
company information confidential.
EMPLOYEE NON-DISCLOSURE AGREEMENT
This Agreement made on this [day] of [month] of [year] Between Company and Employee
(hereinafter the “Agreement”)
BETWEEN: [Company name/address] (hereinafter the "Company"),
AND: [Employee name/address] (hereinafter the "Employee"),
FOR GOOD CONSIDERATION, and in consideration of employment with Company,
Employee hereby agrees to and acknowledges the following terms and conditions.
1.1 Employee hereby acknowledges that in the course of their mutual business relationship
Company may make certain information available to Employee, including all business data such
as pricing data, customer databases, customer lists, marketing information, technical or design
information, performance and production standards, trade secrets, copyrighted materials, patents
and inventions and any and all other confidential information (hereinafter the “Confidential
1.2 This Confidential Information is acknowledged by Employee to have inherent value, both
economic and otherwise, and that disclosure thereof could result in economic losses to Company
or economic gains to others who could potentially profit by disclosure.
1.3 The Employee hereby agrees to hold confidential and make reasonable efforts to maintain
secrecy and confidentiality of all Confidential Information that may pass to Employee from
Company during the period governed by this Agreement. Employee shall additionally make no
disclosure of the terms of this Agreement or of the Agreement itself.
1.4 Employee is prohibited from making copies or duplicates of any Confidential
Information, except as essential for the fulfillment of Employee’s duties to Company. Employee
is prohibited from removing any Confidential Information, related documents or proprietary
property or information without the written authorization of Company. If requested by Company,
Employee will immediately return all Confidential Information, related documents and
proprietary property or information.
1.5 If it should be necessary for Employee to disclose Confidential Information to third
parties in the course of its business relationship with Company, the third parties must be properly
instructed that the disclosed information is confidential in nature, and that all proper steps to
insure confidentiality by all parties is taken.
1.6 Employee further agrees, after the termination of this Agreement, not to make use of any
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2
Confidential Information to solicit current or future Customers of Company.
2.1 For the purpose of this Agreement “Proprietary Information” includes, but is not limited
to, any data, information, written records, including documents, drawings, records, digital
materials such as software, computer programs, firmware, marketing materials such as logos,
promotional systems or ideas, advertising, customer lists, pricing information, and trade secrets
such as formulas, production methods, products, test, concepts, as well as the internal finances,
business practices, research, marketing, planned research development, and organization of the
Company or its affiliates.
2.2 All Proprietary Information, made, discussed, written, learned, secured or obtained by the
Employee during their work for the Company shall remain the exclusive and sole property of the
Company. The Employee therefore waives all interest, title and right of every type and of all kind
whatsoever to any Proprietary Information learned or otherwise obtained by the Employee during the
term of the business relations.
2.3 Employee agrees to comply with all reasonable rules established by Company for the protection
of Proprietary Information. Furthermore, if Employee refuses to perform these acts, Employee
irrevocably assigns the President and Vice President(s) of the Company to act as agents of the Employee
for all necessary acts to maintain or obtain relevant copyrights, patents, and related rights to any
Proprietary Information assigned by Employee to Company under this Agreement. The grant of the
foregoing assignment shall survive the disability or death of the Employee.
2.4 Employee fully agrees to promptly disclose to Company, all Proprietary Information created,
conceived or reduced to practice in writing during the term of this Agreement. (In addition, Employee
agrees to disclose to Company all patent copyright or similar right filed by the Employee one year after
the termination of this Agreement if it can be reasonably presumed that such a filing was related to
Proprietary Information created by the Employee during their businesses relationship with Company
under the terms of this Agreement.) [Instruction: If applicable]
2.5 The Employee exercises no rights or privileg