Employee Confidentiality Agreement Template

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An employee confidentiality agreement clearly states that an employee cannot disclose company secrets under any circumstances except with prior written approval. During the employee’s first day, it is recommended that they sign the agreement in addition to their contract so that both parties are protected by law. 

The employee confidentiality agreement is valid until the employee’s termination, or sometimes even for a period of time after termination. Typically, the agreement is binding until the information becomes commonplace or the employee is released from the agreement. 

We recommend having legal counsel review this employee confidentiality agreement before you or the employee dates and signs the employee confidentiality agreement.

Employee Confidentiality Agreement

This Confidentiality Agreement (“Agreement”) is made between [Employee Full Name] (“Employee”) and [Company Name] (“Employer”), effective as of the date signed below.

Article I: Confidential Information

  1. The Employee acknowledges that during their employment, they may access confidential and proprietary information that is the sole property of the Employer.
  2. The Employee agrees not to use or disclose any confidential information for personal gain or for the benefit of any third party during or after their employment.
  3. Confidential information must not be removed, copied, or shared outside the company without prior written permission. All such materials must be returned immediately upon termination.
  4. Devices, notes, or digital files containing confidential information are the property of the Employer and must be handled securely.
  5. Any breach of confidentiality may result in disciplinary action, including legal remedies available under the laws of the State of [Insert State].

Article II: Inventions and Intellectual Property

  1. The Employee agrees to promptly disclose in writing any invention, discovery, or improvement made during employment, whether created alone or with others.
  2. All rights, title, and interest in such intellectual property are assigned to the Employer unless exempt under applicable labor laws.
  3. This Agreement does not apply to inventions developed entirely on the Employee’s own time, without use of company resources, and unrelated to the Employer’s business.
  4. Any pre-existing inventions must be listed separately and are not subject to this Agreement.

Article III: Non-Compete and Future Employment

  1. During employment, the Employee agrees not to engage in activities with direct competitors without prior written consent from the Employer.
  2. After termination, the Employee agrees to inform any new employer that they are bound by this Agreement and must not disclose or use any confidential information obtained during their previous employment.

Article IV: At-Will Employment Disclaimer

This Agreement does not constitute a contract for employment or guarantee continued employment. The Employee understands that their employment is at-will and may be terminated by either party at any time, with or without cause or notice.

Article V: Miscellaneous

  1. This Agreement binds both parties and their successors, assigns, heirs, and legal representatives.
  2. If any provision is found unenforceable, it shall be severed without affecting the validity of the remaining provisions.
  3. This Agreement is governed by the laws of the State of [Insert State].
  4. No amendment or waiver is valid unless in writing and signed by both parties.
  5. This Agreement constitutes the full understanding between the Employer and Employee regarding confidentiality and supersedes all prior agreements on this subject.

Acknowledgment & Signatures

By signing below, both parties acknowledge that they have read, understood, and agree to be bound by the terms of this Agreement.

Employee

Printed Name: _______________________
Signature: __________________________
Date: ______________________________

Employer

Printed Name: _______________________
Title: ______________________________
Signature: __________________________
Date: ______________________________