Free Employee Non-Disclosure Agreement (NDA) Template
This NDA template protects your company's confidential information -- trade secrets, customer lists, business plans, and proprietary technology. It defines what's confidential, what the employee can and can't do with it, and what happens if they breach the agreement.
Download NDA Template (Google Docs) →
What the Agreement Covers
| Section | What it addresses |
|---|---|
| Confidential Information | Trade secrets, business plans, pricing, customer lists, financial info, IP |
| Non-Disclosure Obligations | Hold in strict confidence; no third-party disclosure; use only for work duties |
| Exclusions | Public knowledge, independently created, disclosed by authorized third party, court-ordered |
| Return of Materials | Return all confidential materials on termination or request |
| No License | No rights to use IP except for job duties |
| Term | Survives termination; lasts until information is no longer confidential or company releases employee |
| Remedies | Company can seek injunctive relief for unauthorized disclosure |
| Employment Relationship | Does not create or modify employment relationship |
| Governing Law | State law jurisdiction |
| Amendments | Changes require written agreement by both parties |
| Severability | Invalid provisions severed; remainder stays in effect |
Full Agreement Text
This Employee Non-Disclosure Agreement (the "Agreement") is entered into as of ________ by and between ________, a ________ corporation, with its principal office located at ________ (the "Company"), and ________ (the "Employee"), located at ________.
1. Confidential Information
For the purpose of this Agreement, "Confidential Information" shall include, but is not limited to: trade secrets, business plans, strategies, pricing, marketing methods, customer lists, financial information, proprietary technology, and intellectual property of the Company; information regarding the Company's operations, suppliers, and other data that is confidential in nature; and any other information designated by the Company as confidential or proprietary.
2. Non-Disclosure
- To hold the Confidential Information in strict confidence and to exercise a reasonable degree of care to prevent unauthorized disclosure.
- Not to disclose or divulge any Confidential Information to any third party without the express written consent of the Company.
- To use the Confidential Information solely for performing their duties as an employee of the Company and not for any personal gain.
3. Exclusions from Confidential Information
- Publicly known at the time of disclosure or becomes publicly known through no fault of the Employee.
- Discovered or created by the Employee without the use of or reference to the Confidential Information.
- Disclosed to the Employee by a third party who has the right to make such disclosure.
- Required to be disclosed by law or by court order, provided that the Employee gives the Company sufficient notice to contest such disclosure.
4. Return of Materials
Upon termination of employment or upon the Company's request, the Employee agrees to return all materials, documents, and data containing or relating to Confidential Information.
5. No License
Nothing in this Agreement grants the Employee any right or license to use any of the Company's Confidential Information or intellectual property except as strictly necessary for their work.
6. Term
The non-disclosure provisions of this Agreement shall survive the termination of employment. The Employee's duty to hold Confidential Information in confidence shall remain in effect until the information no longer qualifies as confidential, or until the Company sends written notice releasing the Employee from this Agreement.
7. Remedies
The Employee acknowledges that any unauthorized disclosure may cause irreparable harm to the Company, and therefore the Company shall be entitled to seek injunctive relief or other equitable remedies to prevent such disclosure.
8-12. Additional Provisions
This Agreement does not create an employment relationship and does not modify the existing employment-at-will relationship. This Agreement constitutes the entire agreement between the parties. It shall be governed by the laws of the State of ________. It may only be amended in writing signed by both parties. If any provision is found to be unenforceable, that provision shall be severed and the remainder shall continue in full force.
Company:
Signature: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________
Employee:
Signature: ___________________________
Date: ___________________________
When to Use This NDA
During onboarding
Include in your new employee paperwork so it's signed before the employee accesses any confidential systems.
For contractors and freelancers
Adjust the language from "Employee" to "Contractor" and modify section 8 accordingly.
When sharing proprietary processes
If employees will learn proprietary methods, scripts, or systems.
For remote workers
Especially important when employees work from home and handle data outside the office. Pair with your IT and communication policy.
Frequently Asked Questions
Common questions about employee non-disclosure agreements.
This template's NDA lasts until the information is no longer confidential or the Company releases the Employee in writing. Many NDAs specify a fixed term (e.g., 2-5 years after termination). Adjust section 6 based on your needs and state law.
An employee can refuse, but the employer can make signing a condition of employment. For existing employees, consult legal counsel — some states require additional consideration (beyond continued employment) to enforce a new NDA.
Yes. Section 1 covers "customer lists" and information about the Company's "operations." If you want to be explicit about client data (common for BPOs and contact centers), add a specific clause mentioning client-provided data.
If properly executed with reasonable scope, NDAs are generally enforceable. However, overly broad or unreasonable NDAs may be challenged. Have legal counsel review it for your jurisdiction.
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