Termination Confidentiality Agreement for the United States

Termination Confidentiality Agreement Template for United States

A legally binding agreement used in the United States between an employer and a departing employee that outlines the ongoing obligations to maintain confidentiality of sensitive information after employment termination. This document specifies what information must remain confidential, duration of confidentiality obligations, and consequences of breach, while ensuring compliance with federal and state-specific employment and trade secret laws.

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What is a Termination Confidentiality Agreement?

The Termination Confidentiality Agreement is essential when an employment relationship ends and the employer needs 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 typically follows employment termination and outlines specific confidential information, duration of confidentiality obligations, return of company property, and potential remedies for breach. The agreement must balance employer protection with employee rights under various federal and state laws, including whistleblower protections and labor regulations.

What sections should be included in a Termination Confidentiality Agreement?

1. Parties: Identification of the employer and departing employee, including full legal names and addresses

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

3. Definitions: Clear definition of confidential information, trade secrets, intellectual property, and other key terms

4. Confidentiality Obligations: Detailed obligations regarding non-disclosure, protection of confidential information, and prohibited uses

5. Return of Company Property: Requirements and timeline for returning all company materials, documents, devices, and information

6. Duration: Time period for which confidentiality obligations remain in effect

7. Remedies: Legal remedies available to the company in case of breach, including injunctive relief

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

What sections are optional to include in a Termination Confidentiality Agreement?

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

2. Severance Benefits: Details of any severance package and conditions for payment

3. Non-Competition: Restrictions on working for competitors or starting competing businesses

4. Non-Solicitation: Restrictions on soliciting company employees, customers, or clients

5. Whistleblower Rights: Statement of employee rights regarding reporting violations to government agencies

What schedules should be included in a Termination Confidentiality Agreement?

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

2. Schedule B - Company Property: Inventory of company property to be returned by the departing employee

3. Schedule C - Severance Details: Breakdown of severance package components and payment schedule if applicable

4. Schedule D - Acknowledgment Form: Form confirming return of all company property and compliance with agreement terms

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 protection for trade secrets across the US, including remedies for misappropriation and whistleblower protections

Economic Espionage Act: Federal law criminalizing trade secret theft, particularly relevant for protecting company confidential information post-termination

WARN Act: Federal law requiring employers to provide advance notification of qualified plant closings and mass layoffs, which may affect termination agreements

National Labor Relations Act (NLRA): Protects employees' rights to discuss working conditions, which must be balanced against confidentiality requirements

EEOC Regulations: Federal regulations preventing discrimination and ensuring equal treatment in employment termination processes

Age Discrimination in Employment Act (ADEA): Protects workers 40 and older from age discrimination, requiring specific considerations in termination agreements

State Trade Secret Laws: State-specific regulations governing trade secret protection and confidentiality requirements

State Non-Compete Regulations: State-specific rules governing the enforceability and scope of non-compete provisions in termination agreements

Securities Exchange Act: Federal law governing securities trading, relevant for confidentiality agreements involving publicly traded companies

Dodd-Frank Act Whistleblower Provisions: Provides protections for employees reporting securities violations, which must be acknowledged in confidentiality agreements

HIPAA: Healthcare industry-specific regulations governing the protection of patient information in confidentiality agreements

GLBA: Financial services industry-specific regulations governing the protection of customer financial information

FERPA: Education sector-specific regulations protecting student information privacy

Sarbanes-Oxley Act: Provides whistleblower protections and corporate governance requirements affecting termination agreements

Enforceability Requirements: Legal standards for ensuring the agreement is valid and enforceable under state and federal law

Scope and Duration Standards: Legal requirements for reasonable limitations on the scope and duration of confidentiality obligations

Consideration Requirements: Legal necessity for providing adequate consideration in exchange for confidentiality obligations

Severability Provisions: Legal principles governing the separation of invalid provisions while maintaining the rest of the agreement

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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