Non Disclosure Agreement Employee Termination for the United States

Non Disclosure Agreement Employee Termination Template for United States

This document is a legally binding agreement used in the United States to protect confidential information when an employee leaves an organization. It outlines the specific obligations regarding non-disclosure of trade secrets, proprietary information, and other confidential matters that the employee had access to during their employment. The agreement complies with federal regulations including the Defend Trade Secrets Act and state-specific employment laws, while preserving whistleblower rights and other protected activities.

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What is a Non Disclosure Agreement Employee Termination?

The Non Disclosure Agreement Employee Termination is essential when ending employment relationships to protect sensitive business information. This document is particularly crucial in the United States where trade secret protection requires demonstrable efforts to maintain confidentiality. It addresses the handling of confidential information post-employment, return of company property, and ongoing obligations while ensuring compliance with federal and state laws. The agreement is typically executed alongside other termination documents and can be customized based on the nature of the confidential information and industry-specific requirements.

What sections should be included in a Non Disclosure Agreement Employee Termination?

1. Parties: Identification of employer and departing employee

2. Background: Context of employment termination and need for confidentiality

3. Definitions: Key terms including Confidential Information, Trade Secrets, and Material

4. Confidentiality Obligations: Core obligations regarding non-disclosure and protection of company information

5. Return of Property: Requirements for returning company property and information

6. Term and Survival: Duration of confidentiality obligations post-termination

7. Protected Rights: Statement of employee rights under federal and state laws including whistleblower protections

8. Governing Law: Specification of applicable jurisdiction and governing law

What sections are optional to include in a Non Disclosure Agreement Employee Termination?

1. Non-Disparagement: Mutual agreements not to make negative statements about either party

2. Severance Payment: Details of any payment or consideration in exchange for signing the agreement

3. Cooperation: Agreement to assist with transition and respond to future inquiries

4. Remedies: Specific remedies available in case of breach, including injunctive relief

What schedules should be included in a Non Disclosure Agreement Employee Termination?

1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule B - Company Property: Inventory of company property and materials to be returned

3. Schedule C - Excluded Information: List of information explicitly not covered by the NDA, including protected disclosures

4. Schedule D - Acknowledgment Form: Form confirming return of all company property and materials

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
Industries

Defend Trade Secrets Act (DTSA): Federal law that provides uniform standards for trade secret protection and allows companies to pursue claims in federal court

National Labor Relations Act (NLRA): Federal law that protects employees' rights to discuss working conditions and prevents NDAs from restricting these rights

EEOC Regulations: Federal regulations that ensure NDAs cannot prevent employees from filing discrimination charges or cooperating with EEOC investigations

Age Discrimination in Employment Act (ADEA): Federal law requiring specific provisions for employees over 40, including consideration periods and revocation rights

Whistleblower Protection Laws: Federal and state laws that protect employees' rights to report illegal activities to government agencies

SEC Whistleblower Rules: Regulations requiring explicit language stating that employees retain the right to report securities violations

State Trade Secret Laws: State-specific regulations governing the protection of trade secrets and confidential information

Uniform Trade Secrets Act: Model law adopted by many states that provides framework for trade secret protection and confidentiality obligations

#MeToo Legislation: Recent state laws limiting or prohibiting confidentiality provisions in sexual harassment and discrimination cases

State Non-Disclosure Regulations: State-specific rules governing the scope, duration, and enforceability of non-disclosure agreements

Protected Activities Clause: Required language explicitly stating employees' rights to engage in protected activities despite confidentiality obligations

Government Investigation Exception: Required provisions ensuring employees can participate in government investigations and communicate with law enforcement

Wage Discussion Rights: Legal requirement that NDAs cannot prevent employees from discussing their wages or working conditions

State Duration Limitations: State-specific restrictions on how long confidentiality obligations can remain in effect

Consideration Requirements: State laws requiring adequate consideration (something of value) in exchange for signing the NDA

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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