Free HR Non-Disclosure Agreement Template
HR Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into on this [Month Day, Year], by and between [Your Company Name], a corporation, having its principal place of business at [Your Company Address] (hereinafter referred to as "Company"), and [Employee Name], residing at [Employee Address] (hereinafter referred to as "Employee"). Collectively known as the "Parties."
I. Purpose
The purpose of this Agreement is to protect the confidential and proprietary information of the Company that the Employee may have access to during the course of employment. The Employee agrees to maintain the confidentiality of this information and to not disclose or use it for any purpose other than as permitted by the Company.
II. Definitions
A. Confidential Information
Confidential Information refers to all information, whether written, oral, electronic, or otherwise, that is disclosed by the Company to the Employee and is identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
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Business Plans and Strategies: Information regarding current and future business plans, strategies, marketing plans, and other business-related documents.
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Financial Information: Any financial data, reports, forecasts, and accounting practices of the Company.
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Employee Information: Personal and professional information about current, former, or prospective employees, including compensation, evaluations, and performance data.
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Intellectual Property: Patents, trademarks, copyrights, trade secrets, inventions, designs, and any other proprietary or confidential information related to the Company's intellectual property.
B. Non-Confidential Information
Non-Confidential Information refers to information that:
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Is or becomes publicly available through no breach of this Agreement by the Employee.
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Is rightfully received by the Employee from a third party without confidentiality obligations.
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Is independently developed by the Employee without the use of or reference to the Company's Confidential Information.
III. Obligations of the Employee
A. Non-Disclosure
The Employee agrees to hold all Confidential Information in strict confidence and to not disclose such information to any third party without the prior written consent of the Company.
B. Non-Use
The Employee agrees not to use any Confidential Information for personal benefit or for any purpose other than in connection with the performance of their duties as an employee of the Company.
C. Return of Materials
Upon termination of employment or upon request by the Company, the Employee agrees to return all materials containing Confidential Information, including but not limited to documents, files, emails, and electronic data.
D. Safeguarding of Information
The Employee agrees to take all necessary precautions to prevent the unauthorized disclosure or use of Confidential Information, including implementing appropriate security measures for both physical and electronic data.
IV. Exclusions
A. Public Domain
Information that is or becomes publicly known through no fault of the Employee is not considered Confidential Information under this Agreement.
B. Prior Knowledge
Information that the Employee can prove was already in their possession before it was disclosed by the Company is excluded from this Agreement.
C. Third-Party Disclosure
If the Employee is required by law to disclose Confidential Information, the Employee must promptly notify the Company and cooperate with the Company in seeking a protective order or other appropriate remedy.
V. Term
A. Duration
This Agreement shall commence on the date first written above and continue for the duration of the Employee's employment with the Company. The obligations of confidentiality and non-use shall survive the termination of employment for a period of five (5) years.
B. Termination
The Company reserves the right to terminate this Agreement at any time with or without cause. The obligations of the Employee under this Agreement shall survive the termination of this Agreement.
VI. Remedies
A. Injunctive Relief
The Employee acknowledges that any breach of this Agreement may result in irreparable harm to the Company, for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, including specific performance, in addition to any other remedies available at law or equity.
B. Indemnification
The Employee agrees to indemnify and hold the Company harmless from and against any and all damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to any breach of this Agreement by the Employee.
VII. Miscellaneous
A. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions.
B. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.
C. Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.
D. Waiver
The waiver by either Party of any breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach of the same or any other provision hereof.
E. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
VIII. Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
Company's Signature:
[Your Name]
[Job Title]
[Your Company Name]
[Month Day, Year]
Employee's Signature:
[Employee Name]
[Job Title]
[Month Day, Year]
