Employee NDA template.
One-way confidentiality agreement for new hires, interns, and staff. Pre-filled for the employer-employee scenario with a 3-year term, optional non-solicit, and California default governing law. Sign it alongside the offer letter.
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Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is entered into as of ___________(the “Effective Date”) by and between:
Your Company Name, a corporation, with a principal place of business at 123 Business Way, City, State 12345; and
Employee Name, an individual, with a principal place of business at (employee's home address).
(each, a “Party”, and collectively, the “Parties”).
1. Purpose
The Parties intend to share Confidential Information for the purpose of the employment relationship between Employer and Employee, during which Employee will have access to the Employer's confidential business information (the "Purpose"). This Agreement governs the disclosure and use of that Confidential Information.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic, or in any other form, that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, proprietary business processes, customer and client lists, pricing and cost structures, marketing plans and strategies, product roadmaps, source code and technical designs, financial records, supplier and vendor relationships, personnel information, and any other information that the Employer designates as confidential or that a reasonable person would understand is confidential given the nature of the Employer's business.
3. Exclusions
Confidential Information does NOT include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to disclosure under this Agreement, as evidenced by written records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
4. Obligations
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose and not for any other purpose, including any commercial or competitive benefit; (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, advisors, or agents who have a need to know for the Purpose and who are bound by written confidentiality obligations no less protective than this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care.
5. Term
This Agreement is effective as of the Effective Date and shall continue for a period of 3 years from the Effective Date, unless earlier terminated by written mutual agreement. The confidentiality obligations in Section 4 shall survive termination or expiration of this Agreement and continue for the same period with respect to all Confidential Information disclosed prior to termination, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
6. Return or Destruction
Upon the earlier of (a) termination or expiration of this Agreement, or (b) written request of the Disclosing Party, the Receiving Party shall, within 14 days, return or destroy (at the Disclosing Party's option) all Confidential Information in its possession, together with all copies, notes, or derivative materials, and shall certify such return or destruction in writing if requested.
7. No License; No Obligation
Nothing in this Agreement grants either Party any license or ownership rights, express or implied, in the Confidential Information of the other Party. This Agreement does not obligate either Party to enter into any further business relationship, and either Party may terminate discussions at any time for any reason.
8. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Accordingly, The Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting bond.
9. Non-Solicitation
During the Term and for a period of one (1) year thereafter, the Receiving Party shall not, directly or indirectly, solicit for employment any employee or contractor of the Disclosing Party with whom the Receiving Party had contact in connection with the Purpose. This restriction does not prohibit general recruitment advertising not specifically targeted at such persons.
10. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under or relating to this Agreement.
11. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Your Company Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Employee Name
Signature
Name: ______________________
Title: Employee
Date: ______________________
Template provided for convenience. Not legal advice. Consult a licensed attorney in your jurisdiction before using for a transaction with material risk.
When to use an employee NDA
Any role with meaningful access to information the business would not want a competitor to have. Typical examples:
- Engineering, product, design, and data roles with access to source code, architecture, roadmap, or proprietary algorithms.
- Sales and account management roles with access to customer lists, pricing strategy, or deal terms.
- Finance, legal, and HR roles with access to compensation, financials, or personnel data.
- Executive and strategy roles with access to business plans, M&A discussions, or investor communications.
- Any role that sees customer PII, health data, or regulated information under HIPAA, GDPR, CCPA, etc.
Low-access roles (janitorial, retail cashier, delivery driver) usually don't need one — but a standardized company-wide NDA policy is simpler to administer than a case-by-case decision.
Employee NDA FAQ
Is an employee NDA legally enforceable?
Yes, as long as it's reasonable in scope and duration. Courts regularly enforce confidentiality obligations from employer-employee relationships. What gets thrown out: overbroad definitions ("everything the employee learns"), perpetual terms for non-trade-secret info, or clauses that prevent the employee from doing normal work in their field. The template uses the standard pattern — identify what's confidential, limit the duration to 3 years (trade secrets stay protected indefinitely), restrict use not disclosure.
Should I use this INSTEAD of a full employment agreement?
No — this is a supplement. A proper employment agreement covers compensation, termination, IP assignment, non-compete (where legal), benefits, and other terms. This NDA is focused solely on the confidentiality piece and should be signed alongside the main employment agreement, or attached to the offer letter for at-will employees.
What's the difference between an NDA and an IP assignment agreement?
An NDA says "don't share our confidential information." An IP assignment says "anything you create while working here belongs to the company." Most tech employers combine both into a single Proprietary Information and Inventions Agreement (PIIA). This NDA template handles the confidentiality half only. If your employee will be creating code, designs, or other IP, ask an attorney to add IP assignment language before signing.
Do I need an NDA for every employee?
Arguable. For roles with meaningful access to trade secrets, customer data, pricing, or product plans — yes, consistently. For entry-level roles with no access to sensitive information, many employers skip it. But the cost of a signed NDA is zero, and the cost of trying to enforce confidentiality without one is high, so most counsel recommends NDAs across the board. The template is short enough that it doesn't scare off candidates.
What about the non-solicitation clause?
The optional non-solicit (checked by default on this page) prevents the employee from poaching your other employees or contractors for one year after leaving. It's enforceable in most US states with reasonable limits, but several states (California especially) restrict non-solicits for ex-employees. If you're in California, you may want to uncheck that box and rely on your employment agreement's non-solicit instead. Consult a local employment attorney for state-specific enforceability.
When should the employee sign — before or after hiring?
Before starting work, ideally with the offer letter. Signing after the first day — and especially years into the employment — creates a "consideration" problem (what did the employee get in exchange for signing?) that weakens enforceability in some jurisdictions. If you need to add an NDA to an existing employee, pair it with a bonus, promotion, or other consideration and document it clearly.
Does this work for contractors instead of employees?
Close, but the scope is different. For contractors use the contractor NDA template — it's mutual (both sides have confidential information) and handles the IP-ownership question differently (contractor-created IP typically needs to be explicitly assigned to the hiring party, where employee-created IP often defaults to the employer under work-for-hire doctrine).
Hiring a contractor instead? Use the contractor NDA template. Need the general-purpose version? NDA generator.