Employee Non Disclosure Agreement
Employee Non-Disclosure Agreement
1. Introduction
This Employee Non-Disclosure Agreement (“Agreement”) is entered into on [Date], by and between [Your Company Name], a [State/Country] corporation, with its principal place of business located at [Your Company Address] (“Company”), and [Employee Name], residing at [Employee Address] (“Employee”).
2. Purpose
The primary objective underlying the creation and implementation of this Agreement is to instill ample safeguarding measures aimed at securing the company's sensitive, confidential information along with the proprietary trade secrets that it holds, thereby ensuring there are robust protections put forth for the company's individual intellectual properties.
3. Definition of Confidential Information
For this Agreement, "Confidential Information" shall include, but not be limited to, proprietary information, trade secrets, customer lists, business strategies, financial information, marketing plans, software, algorithms, formulas, processes, and any other information that is not generally known to the public.
4. Non-Disclosure Obligation
Employee acknowledges and agrees that during their employment with the Company, they may have access to and become acquainted with Confidential Information. Employee agrees not to disclose or use Confidential Information for any purpose other than as required in the course of their employment with the Company, without the prior written consent of the Company.
5. Exceptions
Employee's obligations under this Agreement shall not apply to any information that: (a) is or becomes publicly available through no fault of the Employee; (b) is rightfully obtained by the Employee from a third party without restriction on disclosure; or (c) is independently developed by the Employee without reference to the Confidential Information.
6. Return of Confidential Information
If the employment of the Employee comes to an end, it is incumbent upon the Employee to, without undue delay, bring back all the various documents, archives, or any other form of tangible materials that are under the Employee's possession or supervision. This refers to those that hold or have any association with any Confidential Information related to the Company. The Employee is expected to return these materials promptly to respect the confidentiality agreement between the Employee and the Company.
7. Remedies
Employee acknowledges that any breach of this Agreement may cause irreparable harm to the Company, for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief and/or monetary damages for any breach or threatened breach of this Agreement, without the necessity of posting a bond or other security.
8. Governing Law
This Agreement shall be governed by and construed under the laws of [State] without regard to its conflicts of laws principles.
9. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
10. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
11. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Your Name]
[DATE SIGNED]
[Employee Name]
[DATE SIGNED]
