EMPLOYEE CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Employer Name], a company/individual with its principal address at [Employer Address] (the "Employer");
AND
[Employee Name], residing at [Employee Address] (the "Employee").
WHEREAS
- The Employer possesses certain confidential and proprietary information;
- The Employee will have access to such information during their employment; and
- The Employer wishes to protect its confidential information from unauthorized use and disclosure.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definition of Confidential Information
1.1 "Confidential Information" means all non-public information, whether written, oral, electronic, or in any other form, disclosed or made available to the Employee by the Employer, including but not limited to:
- Business plans, strategies, and operations;
- Financial information and records;
- Client, customer, and supplier lists and data;
- Product designs, formulas, inventions, or processes;
- Marketing and sales information;
- Personnel information;
- Any other information designated as confidential by the Employer.
1.2 Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Employee;
- Is lawfully obtained by the Employee from a third party without breach of any obligation;
- Is independently developed by the Employee without use of the Employer’s Confidential Information;
- Is required to be disclosed by law or court order (provided the Employee gives prompt notice to the Employer).
2. Employee Obligations
2.1 The Employee agrees to:
- Maintain the confidentiality of all Confidential Information;
- Not disclose Confidential Information to any third party without the Employer’s prior written consent;
- Use Confidential Information solely for the purpose of performing their duties as an employee of the Employer;
- Take all reasonable steps to protect the confidentiality of the Confidential Information.
3. Return of Materials
3.1 Upon termination of employment or upon the Employer’s request, the Employee shall promptly return or destroy all materials containing Confidential Information, including all copies, notes, or summaries.
4. No License or Ownership
4.1 Nothing in this Agreement shall be construed as granting the Employee any rights, by license or otherwise, to any Confidential Information or to any intellectual property of the Employer.
5. Term
5.1 This Agreement shall commence on the date above and shall continue:
- For the duration of the Employee’s employment with the Employer; and
- For a period of [Number of Years, e.g., two (2)] years after the termination of employment, with respect to Confidential Information disclosed during employment.
6. Remedies
6.1 The Employee acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Employer, and that the Employer shall be entitled to seek injunctive relief and/or damages in addition to any other remedies available at law or in equity.
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
8. Miscellaneous
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior agreements or understandings.
8.2 Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
8.3 Severability: If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect.
8.4 Waiver: No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.
9. Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
Employer:
Signature: ___________________________
Name: [Employer Name]
Title: [Title, if applicable]
Date: _______________________________
Employee:
Signature: ___________________________
Name: [Employee Name]
Date: _______________________________
