Employee Non Disclosure Agreement Template

An employee non-disclosure agreement (NDA) is a formal document designed to protect a company’s confidential information from being shared with third parties. This template allows companies to:

• Set clear rules with employees on the usage of proprietary information.
• Prohibit an employee from revealing it during and after employment.
• Secure non-public business information, including the company's processes, product specs and roadmaps, pricing models, client data, etc.

The template works well for full-time and part-time employees and is well-suited for use by SaaS, professional service companies, fintech, finance organizations, and businesses with unique know-how or trade secrets.

Information protected by an Employee NDA template

This template protects any business information that employees access to perform their job and that is not intended for public use. For example:

• Internal processes and workflows
• Business methods and operational practices
• Internal documentation and reports
• Inventions
• Research results and development work
• Product concepts and technical information
• Financial data and internal financial plans
• Pricing models
• Revenue-related information
• Marketing strategies and go-to-market plans
• Customer and vendor data
• Information that provides competitive value

Protection applies regardless of how the information is shared, whether orally, in writing, or via digital file exchange. This makes the employee NDA template applicable for broad protection and suitable for modern work environments.

The employee NDA template does not cover general job knowledge or publicly available data.

Companies that can use this Employee NDA template

In most employment scenarios, companies are supposed to share their proprietary data with employees in the course of performing their work duties. This template is intended for companies that want to establish clear regulations on their data usage, namely:

• Software and SaaS companies with source code, product roadmaps, internal documentation, and customer data
• Tech startups with early-stage ideas, features, and go-to-market plans
• Consulting, marketing, design, and IT services firms handling client data and internal methodologies
• Online retailers' relationships with their suppliers, pricing, and customer data
• Finance and fintech companies with their financial data, internal reports, and customer information
• Healthcare software, operations, and administrative teams with access to internal systems
• Life sciences companies seeking to protect research data and business strategy (not clinical compliance)

How to fill in the Employee NDA Sample

Employee NDAs are normally one-way agreements, meaning the company drafts the agreement and sends it to the employee to sign as is before onboarding.

Our employee non disclosure agreement sample includes standard clauses that cover the most common confidentiality scenarios. To turn it into a legal document, you must fill in all the brackets with your company's information. You can tailor any clause to your company's practices, policies, and legal requirements.

Recitals

Be specific when describing the company’s business activities. This helps tie the confidentiality obligations directly to real operations.

If there are types of information that should not be covered (such as publicly available data), you may indicate them here.

Confidential Information

The definition is standard and intentionally broad, but you may narrow it to your business.

Use and Disclosure

This section limits use strictly to job duties. If employees work across teams or subsidiaries, define "need to know". If you will disclose information to vendors or partners, you may add a controlled exception.

Protection of Confidential Information

The “reasonable care” standard is enforceable and common. If your company has security policies (e.g., password rules, equipment use, remote work policies), cite these as evidence of your reasonable care.

Return of Confidential Information

Consider requiring employees to delete or revoke access to information if they store or access information online or through cloud-based software or file storage services.

Non-Competition

This clause goes beyond a standard employee NDA and restricts where and how the employee can work, both during employment and after it ends. Its core aim is to minimize the risk that the employee will assist a direct competitor with inside knowledge.

You can leave this clause unchanged for senior, strategic, or technical roles, or if your business possesses unique know-how. Otherwise, you may remove it.

Narrow the time period, scope of activities, and geographic reach to make enforcement easier.

Term and Termination

If required by local law, state a specific duration for the confidentiality obligations and that they continue after employment.

Governing Law

Use the state where the employee works or where the employer is headquartered. Check if this matches other employment agreements to avoid conflicts.

Entire Agreement

This provision means that the employee cannot rely on oral representations or prior documents.

How to sing the Employee NDA template

The employee can sign an NDA electronically or on paper (or both). Our NDA generator not just lets you draft and e-sign documents online but also ensures that both parties have a signed copy in accordance with the law.

Electronic signatures are legally binding and accepted in most jurisdictions. They come as a preferred choice for remote teams.