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Employer NDA
"I need an Employer NDA for my tech startup in California, with strong IP protection clauses and specific provisions for protecting our AI algorithms and software code, to be used for all new engineering hires starting January 2025."
1. Parties: Identification of the employer and employee, including full legal names and addresses
2. Background: Context of the agreement and the employment relationship
3. Definitions: Clear 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 prohibited activities
6. Term and Termination: Duration of the agreement and conditions for termination
7. Return of Materials: Requirements for returning confidential materials upon termination
8. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and severability
1. Non-Competition: Restrictions on working for competitors - use when permitted by state law and necessary for business protection
2. Non-Solicitation: Restrictions on soliciting employees or customers - use when protecting customer relationships or workforce stability is crucial
3. Invention Assignment: Assignment of rights to inventions created during employment - use when employee may create intellectual property during employment
4. Whistleblower Provisions: Explicit protection for lawful whistleblowing activities - required in certain jurisdictions or industries
1. Schedule A - Pre-Existing IP: List of employee's pre-existing intellectual property excluded from the agreement
2. Schedule B - Specific Confidential Information: Detailed list of specific confidential information types covered
3. Schedule C - Excluded Third-Party Information: List of third-party confidential information excluded from the agreement
4. Appendix A - Acknowledgment Form: Form for employee to acknowledge receipt and understanding of the NDA
Authors
Trade Secrets
Intellectual Property
Proprietary Information
Company
Employee
Term
Effective Date
Permitted Purpose
Authorized Representatives
Competitive Business
Work Product
Inventions
Third Party Information
Restricted Period
Affiliate
Business Relationship
Covered Parties
Disclosure
Materials
Pre-Existing IP
Developments
Competing Products
Customer
Services
Territory
Termination Date
Residual Information
Cause
Protected Disclosures
Non-Disclosure
Protection of Information
Use Restrictions
Return of Materials
Term and Termination
Remedies
Injunctive Relief
Survival
Assignment
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendment
Notices
Acknowledgment
Non-Competition
Non-Solicitation
Intellectual Property Rights
Invention Assignment
Whistleblower Protection
Third Party Information
Data Privacy
Force Majeure
Alternative Dispute Resolution
Specific Performance
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