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Employment Confidentiality And Non Disclosure Agreement Template for United States

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Key Requirements PROMPT example:

Employment Confidentiality And Non Disclosure Agreement

"I need an Employment Confidentiality And Non Disclosure Agreement for a senior software developer starting in March 2025, with specific provisions for protecting our AI algorithms and customer data, plus additional clauses about remote work security protocols."

Document background
The Employment Confidentiality And Non Disclosure Agreement is essential for businesses operating in the United States that need to protect sensitive information shared with employees during their employment. This document is commonly used during the onboarding process or when an existing employee gains access to confidential information. It ensures compliance with federal laws such as the Defend Trade Secrets Act and state-specific regulations while establishing clear guidelines for handling proprietary information, trade secrets, customer data, and other confidential business matters. The agreement typically includes definitions of confidential information, scope of protection, duration of obligations, and procedures for returning confidential materials upon employment termination.
Suggested Sections

1. Parties: Identification of employer and employee with full legal names and addresses

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

3. Definitions: Clear definitions of confidential information, trade secrets, and other key terms

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

5. Term and Survival: Duration of agreement and surviving obligations after employment ends

6. Return of Materials: Requirements for returning confidential materials upon termination

7. Governing Law: Specification of jurisdiction and applicable laws

8. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Non-Competition: Restrictions on competing activities, only to be included where legally permissible and for senior employees

2. Non-Solicitation: Restrictions on soliciting employees or customers, typically for client-facing roles or management positions

3. Intellectual Property Rights: Assignment of IP created during employment, particularly relevant for technical or creative roles

4. Whistleblower Provisions: Explicit provisions regarding employee rights to report violations to government agencies as required by DTSA

Suggested Schedules

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

2. Schedule B - Excluded Information: Information specifically excluded from confidentiality obligations

3. Schedule C - Third Party Information: List of third party confidential information that employee may access

4. Schedule D - Acknowledgment Form: Form for employee to acknowledge receipt and understanding of the agreement

Authors

Alex Denne

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

Clauses

























Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing nationwide protection for trade secrets and requiring explicit notice of whistleblower immunity provisions in confidentiality agreements

National Labor Relations Act (NLRA): Federal law protecting employees' rights to discuss working conditions, which affects what information can be legitimately classified as confidential in NDAs

Economic Espionage Act 1996: Federal criminal law establishing penalties for trade secret theft and providing framework for how trade secrets should be defined

Uniform Trade Secrets Act (UTSA): Model law adopted by most states with variations, providing state-level framework for trade secret protection and enforcement

State-Specific Non-Disclosure Laws: Various state laws governing enforcement requirements and duration of confidentiality obligations in NDAs

At-Will Employment Doctrine: Legal principle affecting how confidentiality obligations interact with employment termination rights

SEC Regulations: Federal securities regulations affecting disclosure requirements for public companies

Industry-Specific Regulations: Sector-specific rules and requirements affecting confidentiality obligations in particular industries

Data Privacy Laws: Federal and state regulations governing the protection and handling of personal and sensitive data

Reasonableness Requirements: Legal principles requiring NDAs to have reasonable scope, duration, and geographic limitations to be enforceable

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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