EMPLOYEE CONFIDENTIALITY AGREEMENT
This Employee Confidentiality Agreement (the "Agreement") is made on [date] between [Employer name], with address at [address] (the "Employer"), and [Employee name], who holds or will hold the position of [job title] (the "Employee").
1. Confidential Information
"Confidential Information" means non-public information the Employee learns because of the employment, including customer and supplier lists, prices, sales figures, business plans, software and source code, product designs, processes, personnel data and any information marked confidential.
2. What is not covered
This Agreement does not cover information that is public through no fault of the Employee, general skills and knowledge the Employee gains on the job, or information the Employee lawfully knew before the employment.
3. Duties during employment
The Employee will use Confidential Information only to perform their job, will follow the Employer’s security policies and will not copy it to personal devices or accounts without written permission.
4. Duties after employment
After the employment ends for any reason, the Employee will keep Confidential Information secret for [2] years, and trade secrets for as long as they remain trade secrets.
5. Return of property
On the last day of employment, or earlier if asked, the Employee will return all devices, documents and files of the Employer and delete any copies on personal devices or accounts.
6. Rights this Agreement does not limit
Nothing in this Agreement prevents the Employee from discussing wages, hours or other working conditions, from reporting possible violations of law to any government agency, or from testifying truthfully in a legal proceeding.
7. Whistleblower immunity notice
Under 18 U.S.C. 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit. An individual who sues an employer for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding if the document is filed under seal and is not disclosed except by court order.
8. Remedies
The Employer may seek an injunction to stop an actual or threatened breach, in addition to damages.
9. Employment status
This Agreement does not change the Employee’s at-will status, salary or duties, unless a separate written agreement says otherwise.
10. General terms
This Agreement is governed by the laws of [state]. If a clause is held unenforceable, the rest stays in force. The parties agree to sign electronically, with the same effect as a handwritten signature.
EMPLOYER Signature: ______________________ Name: [full name] By: [name and title] Date: [date] | EMPLOYEE Signature: ______________________ Name: [full name] Date: [date] |