Employee Non-Disclosure Agreement for Virginia

EMPLOYEE NON-DISCLOSURE AGREEMENT



This EMPLOYEE NON-DISCLOSURE AGREEMENT (the "Agreement") is effective as of _____________ by and between _____________ ("Employer"), located at _____________, _____________, _____________ _____________, and _____________ ("Employee" or "you"), located at _____________, _____________, _____________ _____________ (Employer and Employee together are the "Parties," each a "Party").

  1. Confidential Information. "Confidential Information" means all proprietary, financial, business, legal, technical, or other information of Employer or Employer's affiliates, employees, customers, or suppliers previously or subsequently disclosed by or on behalf of Employer to Employee not generally known outside of _____________, including, without limitation, all information, whether in tangible or intangible form, (i) disclosed pursuant to this Agreement in the course of Employee's employment; (ii) related to Employer's existing or contemplated proprietary inventions, discoveries, technologies, prospects, patentable ideas, or trade secrets; (iii) marked or otherwise identified as confidential at the time of disclosure or designated as such in a written memorandum delivered to Employee within 30 days thereafter; (iv) that by its nature would be understood by a reasonable person to be proprietary or confidential under the circumstances; or (v) information received by Employer from others that Employer has an obligation to treat as confidential. All such information will be treated as Confidential Information regardless of whether it is designated as confidential at the time of its disclosure. This Agreement will not prohibit any disclosure that is required by law or court order, provided that Employee has not intentionally taken actions to trigger such required disclosure.
  2. Obligations. In consideration for Employee's employment status and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee agrees as follows: (i) to not disclose Confidential Information to third parties outside of _____________ without Employer's express prior written consent and to maintain the confidentiality of the Confidential Information in good faith while exercising reasonable precautions to prevent any unauthorized access, use, or disclosure; (ii) to only use Confidential Information for the purposes for which it was provided or in fulfilling Employee's duties; (iii) to not copy, modify, reverse engineer, or independently derive Confidential Information, or attempt to do so, except for purposes permitted hereunder; (v) to immediately notify Employer if Employee becomes aware of any possible unauthorized use, disclosure, or misappropriation of Confidential Information; and (vi) to immediately notify Employer of any court order compelling disclosure of Confidential Information and will cooperate with Employer in contesting or minimizing such disclosure.
  3. No Warranties or Licenses. Confidential Information is provided to Employee on an "As-Is" basis, without any warranties, express or implied. All of Employer's title and rights in and to its Confidential Information will remain the exclusive property of Employer. Neither this Agreement nor any disclosure of Confidential Information hereunder (i) obligates the Employer to disclose Confidential Information, (ii) obligates the Parties to transact or contract with each other, (iii) limits the Parties from entering into business relationships with third parties, or (iv) grants Employee any right or license under any copyright, patent, trade secret, or other intellectual property right. Nothing herein creates an employment, joint venture, or other business association between the parties.
  4. Term; Remedies. Employee agrees to immediately return or destroy all Confidential Information, including copies thereof, upon termination of this Agreement or Employer's written request. Employee acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Employer for which money damages may be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Employer will be entitled to seek injunctive relief in addition to any other rights or remedies available at law, in equity, or by statute.
  5. General. This Agreement represents the entire Agreement between the Parties and may not be modified other than in a signed writing by both Parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement and the remaining provisions will continue to be valid or limited according to the intentions of the Parties. The failure by Employer to enforce a breach of this Agreement by Employee will not be considered as a waiver of rights with respect to any subsequent breach by Employee. This Agreement will be governed by and construed in accordance with the laws of Virginia. All disputes will be resolved by a court of competent jurisdiction therein. Any notice hereunder will be effective upon receipt and must be provided in writing and delivered to the address stated above.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have duly signed the attached EMPLOYEE NON-DISCLOSURE AGREEMENT, effective _____________.

_____________

x/_______________________________

Date: ___________________________

Print Name: ________________________________

Title: ___________________________
_____________

x/_______________________________

Date: ___________________________

Print Name: ________________________________

Title: ___________________________

Instructions for Your Employee Non-Disclosure Agreement



Use this agreement in order to prevent others from disclosing confidential information to the Employer's competition or using it for their own benefit. This agreement uses a comprehensive definition of "Confidential Information" to ensure any and all proprietary information remains well-protected. The Employee is required to exercise the utmost diligence and his or her best efforts to guard and protect against unauthorized disclosure or theft of confidential information. If the Employee learns that someone else is making unauthorized disclosures, the Employee is required to notify the Employer. Furthermore, the Employee will always be required to keep the Employer's information confidential, even after the employment relationship has ended.

The Employee's duty of confidentiality starts upon execution of this agreement and can last as long as is needed for the parties' business purposes. When completing the agreement you will be asked to specify how long the duty will last after the employment relationship ends. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. If you want the duty to last forever, simply type "indefinitely" in the question box.

Confidential Information Protected

As mentioned above, this agreement uses a definition of "Confidential Information" designed to ensure maximum protection of the Employer's information. Therefore, you are not required to add any other types of specific information that the Employee is required to keep confidential. However, including this information when prompted can help clarify the expectations of the parties and support the Employer should there ever be a dispute.

Term Length

The Employee's duty of confidentiality can last as long as is needed for the parties' business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the Employer's interests.

Additional Terms

You can add additional terms and conditions as desired. This allows you complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included.

Executing Your Agreement

  • Have all parties sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties can also sign copies sent to each other by email, fax, or other electronic means.
  • Make sure that all parties get a copy of the fully executed agreement.
  • That's it! You can now rest assured that the Employer's confidential information will remain safe and secure.
Please note that the language you see here changes depending on your answers to the document questionnaire.
Business Human Resources

Employee Non-Disclosure Agreement

The employee non-disclosure agreement prevents employees from discussing sensitive company information with anyone outside of the company. The agreement is the best way to safeguard the company's confidential information and trade secrets from theft or unauthorized disclosure.

LegalNature’s form builder gives you the flexibility to customize the agreement according to the wishes of the parties. You will be guided through each question to ensure that you understand the agreement every step of the way.

LegalNature will help you quickly draft a strong employee non-disclosure agreement providing you with thorough protection you can rely on.

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