Confidentiality And Non Disclosure Agreement For Employees for the United States

Confidentiality And Non Disclosure Agreement For Employees Template for United States

A comprehensive legal agreement governed by United States federal and state laws, designed to protect an organization's confidential information, trade secrets, and intellectual property when shared with employees during the course of their employment. This document establishes the employee's obligations regarding confidentiality, defines what constitutes confidential information, outlines permitted uses and disclosures, and includes mandatory whistleblower provisions as required by US federal law. It includes provisions for the handling, storage, and return of confidential information, as well as remedies for breach and post-employment obligations.

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What is a Confidentiality And Non Disclosure Agreement For Employees?

The Confidentiality And Non Disclosure Agreement For Employees is a critical legal document used when onboarding new employees or formalizing confidentiality obligations with existing staff. It's essential in the United States business environment where protection of trade secrets and confidential information is paramount. The agreement complies with federal laws including the Defend Trade Secrets Act of 2016 and state-specific requirements, incorporating mandatory whistleblower provisions. This document should be implemented before an employee gains access to sensitive company information and remains effective throughout employment and for a specified period afterward. It covers various aspects including definition of confidential information, handling requirements, permitted disclosures, and consequences of breach, while balancing employer protection with employee rights under US law.

What sections should be included in a Confidentiality And Non Disclosure Agreement For Employees?

1. Parties: Identification of the employer and employee entering into the agreement

2. Background: Context of the agreement, including the nature of employment and need for confidentiality

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Intellectual Property'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Employee Obligations: Core confidentiality obligations and requirements for handling confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including whistleblower provisions

7. Security Measures: Specific requirements for maintaining security of confidential information

8. Return of Confidential Information: Requirements for returning or destroying confidential information upon termination

9. Duration of Obligations: Time period for which confidentiality obligations remain in effect

10. Breach and Remedies: Consequences of breaching the agreement and available remedies

11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Confidentiality And Non Disclosure Agreement For Employees?

1. Non-Solicitation: Optional restrictions on soliciting other employees or customers, if permitted by state law

2. Intellectual Property Assignment: Additional provisions regarding ownership and assignment of IP created during employment

3. Data Privacy Compliance: Specific provisions for handling personal data under applicable privacy laws

4. Remote Work Provisions: Additional security and confidentiality requirements for remote working arrangements

5. Industry-Specific Provisions: Additional provisions required for specific industries (e.g., healthcare, financial services)

6. International Transfer Provisions: Additional provisions for employees who may transfer or access information internationally

What schedules should be included in a Confidentiality And Non Disclosure Agreement For Employees?

1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered

2. Schedule 2 - Security Protocols: Detailed security procedures and requirements for handling confidential information

3. Schedule 3 - Approved Third Party Recipients: List of approved third parties who may receive confidential information

4. Appendix A - Acknowledgment Form: Form for employee to sign acknowledging receipt and review of the agreement

5. Appendix B - Exit Certificate: Form for employee to sign upon termination confirming compliance with return/destruction requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Retail

Telecommunications

Biotechnology

Energy

Education

Media and Entertainment

Consulting

Research and Development

Defense

Consumer Goods

Relevant Teams

Human Resources

Legal

Information Technology

Research and Development

Finance

Sales

Marketing

Operations

Executive Leadership

Product Development

Customer Support

Quality Assurance

Business Development

Administration

Information Security

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Software Engineer

Product Manager

Research Scientist

Financial Analyst

Human Resources Manager

Legal Counsel

Sales Representative

Marketing Manager

Data Analyst

Project Manager

Business Development Manager

Operations Manager

Administrative Assistant

Customer Service Representative

Quality Assurance Specialist

Technical Support Engineer

Executive Assistant

Department Head

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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