An employee confidentiality agreement is a form of nondisclosure agreement (NDA) which prohibits the employee from accessing, using or disclosing specific proprietary information of the employer, such as client lists, product development and pricing․ The employee confidentiality agreement will have a purpose, and will require the employee to take reasonable precautions to protect the information․
Employee Confidentiality Agreement Template
Use this employee confidentiality agreement template to protect your company’s trade secrets, proprietary data, and business information during and after employment. Download the template in Word or PDF, customize key clauses, and sign online.
About This NDA
This Employee Confidentiality Agreement template is a contract between an employer and its employee to establish rules and obligations regarding confidentiality, invention, non-compete and post-employment obligations of the employee․
Key highlights:
- Defines the company's confidential or proprietary information
- Prohibits personal use and unauthorized disclosure of trade secrets
- Includes return and destruction of company materials
- Covers non-compete and post-employment restraints
Employee Confidentiality Agreement differs from more general business NDAs, so our template is tailored for employment situations with employer-controlled company property․
When to Use This Employee Confidentiality Agreement
Use this Employee Confidentiality Agreement Template when:
- A new hire may have access to sensitive business information․
- Providing trade secrets, client lists, pricing, or source code access
- The staff included those who developed the product․
- You need post-employment confidentiality and invention protection
- You want protections written into your employment contract
This Employee Confidentiality Agreement template is suited for use by private companies, startup companies, and established businesses seeking confidentiality protections․
What’s Included in the Template
This employee confidentiality agreement template includes:
- Parties and Employment Details
- Definition of Confidential Information and Proprietary Data
- Non-Disclosure and Non-Use Obligations
- Restrictions on Removal and Copying of Company Property
- Confidentiality Duration Clause
- Inventions and Intellectual Property Assignment
- Return or Destruction of Materials
- Covenant Not to Compete
- Termination and Notice Provisions
- Employee Acknowledgment
- Signature Blocks
The structure supports editing in Word, exporting to PDF, or completing via eSignature.
How to Write Your Employee Confidentiality Agreement
The Employee Confidentiality Agreement template can be modified to suit your company culture and HR strategy. Follow the instructions and steps to adjust the clauses as you need:
1. Confidential Information
Define what is confidential (i․e․, trade secrets, financial records, customer lists, technical specifications) and avoid vague terms to refer to confidentiality in general, like: 'confidential information'․ The more precise, the better․
2. Confidentiality Period
State the time frame for confidentiality (in years), or, if appropriate, for trade secrets, that the confidentiality obligation survives after disclosure or termination of the agreement․
3. Non-Compete
As with all employment law agreements, the non-competition restriction must be consistent with local employment law․ The time (e․g․, 6 or 12 months), geographical, and business scope must be reasonable․ Other jurisdictions may not enforce such broad limitations․
4. Invention Assignment
The clause states that any inventions, improvements, or discoveries created during employment are automatically owned by the employer․ Note that the legality of this clause may be limited by local laws․
5. Specify Return and Certification Requirements
Upon termination, Employee Confidentiality Agreement Template requires them to return, destroy and/or erase all copies (including digital), and require them to provide written confirmation․ Keep it as is.
6. Termination and Notice Period
Insert any agreed notice period and specify that employment is "at will" (if enforceable in the appropriate jurisdiction) and consistent with the main employment contract․
7. Review Governing Law and Enforcement
Governing law and jurisdiction should generally be that of the employer's principal place of business․
Before signing and executing this Employee Confidentiality Agreement Template, ensure that it does not violate your employment agreement or company policy․
Difference Between Employee Confidentiality Agreement and Employee NDA
An employee confidentiality agreement is generally more comprehensive and better suited for roles involving trade secrets, product development, or strategic information. In practice, an employee NDA template is a simplified form of employee confidentiality agreement.
Here's a general comparison of the two, so you can decide what's best for your particular hiring situation. Still, the best distinguishing feature is the wording of the agreement rather than whether it's referred to as an NDA in the title or not․
| Feature | Employee Confidentiality Agreement | Employee NDA |
|---|---|---|
| Scope | Broad: confidentiality, IP, return of data/assets; may include non-solicit and, where legal, non-compete. | Narrow: non-disclosure and limited use only. |
| Employment Fit | Part of employment; tied to pay/benefits; referenced in policies. | Often standalone for limited sharing (e.g., pre-hire). |
| IP (Inventions) | Includes invention assignment and ownership terms. | Usually no detailed IP assignment. |
| Non-Compete / Non-Solicit | May include, if compliant with local law. | Typically not included. |
| Trade Secrets | Protects trade secrets indefinitely while secret. | May be less explicit on trade secrets. |
| Return/Deletion | Clear rules to return/delete company info and assets. | Basic return terms; less detail on deletion. |
| Security & Access | Need-to-know access; security standards; covers contractors/advisors. | Basic need-to-know; fewer security details. |
| Remedies | Broader remedies (e.g., injunctions). | Standard remedies for disclosure breaches. |
| Best Use | Roles with trade secrets, R&D, engineering, strategy, sensitive data. | Pre-hire trials or limited disclosure roles. |
| Localization | High: must align with local laws (non-compete, inventions). | Moderate: mainly confidentiality compliance. |
Both Employee Confidentiality and Employee NDA are one-way agreements. Use them for hires and ongoing employees with access to sensitive data. If both sides will share information before hiring (e.g., evaluation projects or interviews with disclosure), use a mutual NDA template, keeping it limited to confidentiality only.
FAQ
Not exactly․ An employee NDA may only cover non-disclosure and limited use of the employer's confidential information, whereas employee confidentiality agreements would also cover areas like invention assignment, return or delete of employer materials, and where permitted, employee non-solicitation or non-compete covenants․
The general confidentiality obligations regarding confidential information can have a short duration, for example, between 2 to 5 years after the end of the employment, whereas in case of trade secrets the duration is unlimited․ It's acceptable to use a fixed term for general confidentiality but avoid fixed durations for trade secrets․
Yes․ It includes an invention assignment clause requiring employees to disclose and assign ownership of work created during employment․
Sure. You can download it in Word, amend the clauses, convert it to a PDF, eSign it from your company’s behalf and invite the employee to sign it online too․
Yes, if allowed under local law, and tailored to protect legitimate business interests, such as limiting duration and geographic scope, and defining prohibited activities․ Another option is to use a separate non-compete or non-solicit agreement with rules from that jurisdiction․
Address non-compete, non-solicit, invention assignment, and notice of termination or resignation requirements per applicable jurisdiction, provide for strong trade secret protection, and provide for a governing law and venue where you will be able to enforce the agreement․
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