Startup Employee Non Disclosure Agreement (NDA)

I. Parties

This Nondisclosure Agreement (the "Agreement") is entered into by and between:

[Your Company Name], a corporation incorporated under the laws of its respective state, having its principal place of business at [Your Company Address] (the “Disclosing Party”)

and

[Employee], residing at [Employee Address] (the “Receiving Party”)

II. Purpose of Disclosure

The Disclosing Party, [Your Company Name], hereby agrees to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party, [Employee], solely for the purpose of enabling the Receiving Party to perform their designated duties and responsibilities for the benefit of the Disclosing Party. The Receiving Party acknowledges that such disclosure is essential for the performance of their duties within the Disclosing Party's organization and agrees to use the Confidential Information only in accordance with the terms and conditions set forth in this Agreement.

III. Definition of Confidential Information

A. For the purpose of this Agreement, "Confidential Information" shall mean any and all non-public information, in any form or medium, that is disclosed or made available by the Disclosing Party to the Receiving Party, including but not limited to:

1. Technical and non-technical information related to the Disclosing Party's products, services, and operations including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, formulas, technologies, designs, drawings, engineering, hardware configuration information, marketing, finances, and business strategies.
   

2. Information regarding business operations and systems, including internal procedures, financial data, personnel information, supplier lists, and contractual relationships.
   

3. Any third-party confidential information disclosed to the Receiving Party by the Disclosing Party.

B. Confidential Information does not include information which:

1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
   

2. Is received from a third party without a breach of any obligation of confidentiality;
   

3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
   

4. Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
   

5. Is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

C. Confidential Information shall be deemed to have been disclosed hereunder if disclosed in writing, orally, by demonstration or by other means and it is identified as confidential at the time of disclosure or should be reasonably understood by the Receiving Party, due to the nature of the information or the circumstances surrounding its disclosure, to be confidential.

IV. Obligation of the Receiving Party

The Receiving Party will refrain from using or permitting others to use the Confidential Information without the Disclosing Party's prior written consent for any purpose other than for specified purposes. The Receiving Party shall take every reasonable measure to prohibit disclosure of the Confidential Information to third parties.

V. Exceptions to Confidential Information

The obligations and restrictions do not apply to that part of the Confidential Information which:

• Was lawfully in the possession of the Receiving Party without any obligation of confidentiality
  

• Is required to be disclosed pursuant to law, court order or governmental authority
  

• Is independently developed by the Receiving Party

VI. Duration of the agreement

This Agreement shall commence upon the effective date of [DURATION] and continue for as long as the Confidential Information remains confidential.

VII. Termination

The obligations under this Agreement will terminate after a period of three (3) years from the date of the termination of the Agreement. Upon termination, all Confidential Information should be returned or destroyed, as directed by the Disclosing Party.

VIII. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Applicable Legal Jurisdiction]. Each party agrees to the exclusive jurisdiction of the courts of [Applicable Legal Jurisdiction].

Agreed to and Accepted:

--[Your Company Name]--

By: __________________________________

Name: __________________________________

Date: __________________________________

--[Employee]--

By: __________________________________

Name: __________________________________

Date: __________________________________

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