Free NDA Layout for Employee Protection Template
NDA Layout for Employee Protection
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Insert Date] by and between:
Parties Involved:
Disclosing Party:
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Name: [Your Company Name]
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Address: [Your Company Address]
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State: [State]
Receiving Party:
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Name: [Employee Name]
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Address: [Employee Address]
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State: [State]
RECITALS
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WHEREAS, the Disclosing Party possesses valuable confidential and proprietary information related to its business, including but not limited to business operations, financial data, strategies, and customer information ("Confidential Information");
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WHEREAS, the Receiving Party desires to receive such Confidential Information for the purpose of [Job Title] at [Your Company Name], and agrees to keep such information confidential according to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
1. DEFINITIONS OF CONFIDENTIAL INFORMATION
"Confidential Information" includes all information disclosed to the Receiving Party in written, oral, electronic, or other forms, including but not limited to:
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Business operations
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Financial data
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Customer and supplier lists
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Marketing strategies
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Product designs
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Research and development
2. OBLIGATIONS OF THE RECEIVING PARTY
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Confidentiality: The Receiving Party agrees to maintain the confidentiality of all Confidential Information provided.
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Non-Disclosure: The Receiving Party agrees not to disclose any Confidential Information to any third parties without prior written consent from the Disclosing Party.
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Use Limitation: The Confidential Information shall only be used for the purpose of [Job Title] at [Company Name].
3. Exclusions from Confidential Information
Confidential Information does not include information that:
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Was already known to the Receiving Party prior to disclosure.
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Is or becomes publicly available without the breach of this Agreement.
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Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
4. TERM OF AGREEMENT
This Agreement shall remain in effect for a period of [Insert Duration] or until terminated by either Party with [Insert Notice Period] written notice. The confidentiality obligations shall continue even after termination of employment.
5. RETURN OF CONFIDENTIAL MATERIALS
Upon the termination of employment or at the Disclosing Party’s request, the Receiving Party agrees to immediately return or destroy all materials, documents, and data containing Confidential Information.
6. NO LICENSE
Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as necessary to perform duties related to their employment.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of [State Name].
8. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
9. AMENDMENTS
This Agreement may only be amended or modified in writing, signed by both Parties.
10. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.
SIGNATURES
By signing below, both Parties acknowledge and agree to the terms and conditions set forth in this Non-Disclosure Agreement.
Disclosing Party
Signature: ________________________
Name: [Authorized Representative]
Title: [Title of Authorized Representative]
Date: [Date]
Receiving Party
Signature: ________________________
Name: [Employee Name]
Job Title: [Employee Job Title]
Date: [Date]
