An employee non-disclosure agreement limits the employees of a company from disclosing certain types of information. Disclosure of confidential information can be harmful to a business but employer’s can use this agreement to restrict employees from discussing propriety business knowledge. The employee is required to protect the company’s confidential and proprietary information as well as trade secrets. Employers should use this agreement when hiring a new employee to ensure all confidential information remains undisclosed to outside parties and this document should be retained in the employee’s file.
Employee Non-Disclosure Agreement This Employee Non-Disclosure Agreement is an agreement where an employee agrees not to disclose the company’s confidential and proprietary information to outside third parties. This agreement defines what type of information is confidential and establishes the manners in which the information may be used by the employee. Any small business or company with employees who have access to sensitive company information should use this agreement to ensure that it remains protected. EMPLOYEE NON-DISCLOSURE AGREEMENT THIS EMPLOYEE NON-DISCLOSURE AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of ____________________ [Instructions: Insert the date of this agreement] (hereinafter referred to as the “Effective Date”), by and between ____________________ [Instructions: Insert the Company’s name] (hereinafter referred to as the “Company”), of ____________________________________________________________ [Instructions: Insert the Company’s address] and ____________________ [Instructions: Insert the Employee’s name] (hereinafter referred to as the “Employee”), of ____________________________________________________________. [Instructions: Insert the Employee’s address] 1. PURPOSE The purpose of the Company disclosing the Confidential Information to Employee is to _____________________________________________________________________________. [Instructions: Insert the reason why the Company is disclosing confidential information to the Employee. e.g. “allow the Employee to properly perform his/her job duties”] 2. DEFINITION “Confidential Information” means any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, trade secrets, pricing, source code, intellectual property, disclosed orally or in written or electronic form. Confidential Information does not include information, technical data or know- how which (i) is in the possession of the Employee at the time of disclosure as shown by the Employee’s files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Employee, (iii) is approved for release by the Company, or (iv) is independently developed by the Employee without the use of any Confidential Information of the Company. 3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Employee agrees not to use the Confidential Information disclosed to it by the Company for its own use or for any unpermitted purpose. Employee will not disclose such Confidential Information to anyone. Employee agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of unauthorized persons. Employee agrees to notify Company in writing of any misuse or misappropriation of Confidential Information that may come to his or her attention. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure: © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 2 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. In the event that the Employee is requested in any proceedings before a court or any other governmental body to disclose Confidential 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 Confidential 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. 4. OWNERSHIP All Confidential Information shall remain the exclusive property of the Company, and the Employee shall have no right to use Confidential Information except as provided herein. No patent, copyright, trademark or other proprietary right or license is conveyed by this Agreement with respect to Confidential Information. 5. RETURN OF MATERIALS Any materials or documents which have been furnished by the Company to the Employee will be promptly returned, accompanied by all copies of such documentation, after the employment relationship has been terminated. 6. INTELLECTUAL PROPERTY RIGHTS Nothing in this Agreement is intended to grant any rights under any patent or copyright of the Company to the Employee, nor shall this Agreement grant the Employee any rights in or to the Company’s Confidential Information, except the limited right to review such Confidential Information solely for the permitted purposes. The Company warrants that it has the right to disclose its Confidential Information to the Employee. 7. TERM The confidentiality obligations of this Agreement shall remain in effect indefinitely and the Employee shall not be allowed to disclose confidential information learned about the Company at any point in the future unless required by law or court order. 8. MISCELLANEOUS © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 3 This Agreement shall be binding upon and for the benefit of the undersigned Parties, their successors and assigns, provided that Confidential Information may not be assigned without consent of the Company. This Agreement contains the final, complete, and exclusive agreement of the Parties relative to the subject matter hereof and supersedes any prior agreement of the Parties, whether written or oral. This Agreement may not be changed, modified, amended, or supplemented except by a written instrument signed by both Parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. 9. REMEDIES The Employee agrees that its obligations hereunder are necessary and reasonable in order to protect the Company, and expressly agrees that monetary damages would be inadequate to compensate the Company for any breach of any covenant or agreement set forth herein. Accordingly, the Employee agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the Company shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages. In such a case, the Company may request and be awarded attorneys’ fees and costs. 10. NOTICES All notices hereunder shall be sent to either party at the address specified in the first paragraph of this Agreement, or such other address or contact person as the respective party may specify from time to time in accordance with the provisions of this Agreement. IN WITNESS WHEREOF, each of the Parties has signed this Confidentiality Agreement as of the date specified below. COMPANY _____________________________ Name: ____________________ [Instructions: Insert the name of the Company’s signatory] Title: ____________________ [Instructions: Insert the job title of the Company’s signatory] Date: ____________________ [Instructions: Insert the date of the signature] EMPLOYEE _____________________________ Name: ____________________ [Instructions: Insert the Employee’s name] Date: ____________________ [Instructions: Insert the date of the signature] © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 4
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