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
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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 privileges with respect to the Proprietary Information either
owned by or assigned to Company. This Agreement shall not be construed to preclude Company from
acting as exclusive and sole owner of all Proprietary Information either owned by or assigned to
Company under this Agreement. The decision to exercise proprietary rights, or not to exercise
proprietary rights, or to release such information to the public for public use shall be at the sole
discretion of Company.
2.6 The term “Proprietary Information” shall not be deemed to include information which (i)
is now, or hereafter becomes, through no act or failure to act on the part of the Employee,
generally known or available information; (ii) is known by the Employee at the time of receiving
such information as evidenced by its records; (iii) is hereafter furnished to the Employee by a
third Party, as a matter of right and without restriction on disclosure; (iv) is independently
developed by the Employee without reference to the information disclosed hereunder, or (v) is
the subject of a written permission to disclose provided by the Company.
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2.7 Not withstanding any other provision of the Agreement, disclosure of Proprietary
Information shall not be precluded if such disclosure:
A. is in response to a valid order of a court or other governmental body of the
United States or any political subdivision thereof.
B. is otherwise required by law, or,
C. is otherwise necessary to establish rights or enforce obligations under this
Agreement, but only to the extent that any such disclosure is necessary.
2.8 In the event that the Employee is requested in any proceedings before a court or any other
governmental body to disclose Proprietary Information, it shall give the Company prompt notice
of such request so that the Company may seek an appropriate protective order. If in the absence
of a protective order, the Employee is nonetheless compelled to disclose Proprietary Information,
the Employee may disclose such information without liability hereunder; provided, however, that
the Employee gives the Company advance written notice of the information to be disclosed and
upon the request and at the expense of the Company, uses its best efforts to obtain assurances
that confidential treatment will be accorded to such information.
ARTICLE III [OPTIONAL]
3.1 Company will be responsible for all expenses with preparation and prosecution of patent
applications in all necessary foreign countries and the United States.
3.2 This Agreement is not applicable to inventions or improvements relating to Company
business made by Employee prior to commencement of this business relationship.
ARTICLE IV [OPTIONAL]
4.1 Employee agrees specifically that the rights granted to Company under this Agreement
shall include the right not to file for copyrights or patents, either domestic or foreign, when such
is considered appropriate, under the sole discretion of Company, for Company’s business goals
LENGTH OF AGREEMENT
5.1 This Agreement comes into effect retroactively to the beginning of Employee’s employment with
Company and ends upon the termination of Employee’s employment with Company including any
partnering or consulting relationship for the time period as set forth below. This Agreement is effective
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for a period of _______ years past the date of Employee’s termination so long as it is necessary to
protect the confidentiality and intellectual property of Company.
6.1 Amendment, modification or any change to this Agreement is prohibited without the
express written consent of both Parties.
7.1 Each Party hereby acknowledges and agrees that in the event of any breach of this
Agreement by the Employee, including, without limitation, the actual or threatened disclosure of
Company’s Proprietary Information without the prior express written consent of the Company,
the Company will suffer an irreparable injury such that no remedy at law will afford it adequate
protection against or appropriate compensation for, such injury. Accordingly, each Party hereby
agrees that in addition to any other damages the Company shall be entitled to specific
performance of Employee’s obligations under this Agreement as well as such further injunctive
relief as may be granted.
7.2 Any other dispute or claim related to or arising from this Agreement, its performance,
breach, interpretation, validity or enforceability, shall be exclusively resolved by final binding
arbitration before the American Arbitration Association (AAA), utilizing AAA Commercial
7.3 The arbitrator shall be selected using AAA procedures. The Arbitrator shall render a
written decision within thirty (30) calendar days of the hearing. The arbitrator may award
attorney’s fees or punitive, incidental, consequential, treble or other multiple or exemplary
7.4 Awards shall be final, binding and non-appealable. All awards may be filed with one or
more courts, state, federal or foreign having jurisdiction over the party against whom such award
is rendered or its property, as a basis of judgment and of the issuance of execution for its
8.1 Both the Company and Employee are expressly prohibited from assigning this
Agreement or any rights or interest flowing from this Agreement. Assignment will only occur
with the express written consent of both parties.
GOVERNING LAW AND CONSENT TO JURISDICTION
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9.1 Both Parties agree that this Agreement will be interpreted and enforced under the laws of
the State of [Insert Name of State], without regard to conflict of laws provisions. The parties
voluntarily consent to the jurisdiction of all courts in the State of [Insert Name of State].
IN WITNESS WHEREOF, the parties hereto execute this Agreement on this [day] of [month] of
Authorized Signature Authorized Signature
Name and Title Name and Title
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