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Free Employee Non-Disclosure Agreement Template

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EMPLOYEE NON-DISCLOSURE AGREEMENT
Confidentiality And Trade-secret Protection · State Of California
DISCLOSING PARTY (COMPANY)
NovaTech Solutions Inc.
2000 Innovation Blvd, Suite 500, San Jose, California 95134 Industry: Enterprise Software and Cloud Computing
RECEIVING PARTY (EMPLOYEE)
Alexander Rodriguez
Senior Software Engineer — Core Platform Engineering Employee ID: EMP-07823 Start: April 15, 2026
Effective: April 15, 2026
two (2) years post-termination · California
This Employee Non-Disclosure Agreement (this "Agreement") is entered into as of April 15, 2026 by and between NovaTech Solutions Inc., acting through its Patricia Chen (Chief Legal Officer) ("Company" or "Disclosing Party") and Alexander Rodriguez ("Employee" or "Receiving Party") and shall be governed by the law of the State of California. In consideration of the Employee's employment, continued employment, and the mutual promises contained herein, the Parties agree as follows.
1.
PURPOSE AND RECITALS
WHEREAS, the Employee is employed by or is being offered employment with the Company in the capacity of Senior Software Engineer; and WHEREAS, the Employee will have access to and may be entrusted with Confidential Information (as defined herein) that is proprietary and valuable to the Company; and WHEREAS, the Company desires to protect such Confidential Information from unauthorized disclosure. NOW, THEREFORE, in consideration of the Employee's employment, continued employment, and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
2.
DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public, proprietary, or trade-secret information disclosed by the Company to the Employee, including without limitation:

  • Business plans, strategies, forecasts, market analyses, and financial data (revenue, profit margins, pricing strategies, budgets, investment plans)
  • Customer and client lists, contact information, purchasing histories, preferences, contract terms, and any data related to the Company's customer relationships
  • Technical data, RandD information, inventions (patented or unpatented), formulas, algorithms, source code, object code, software architecture, system designs, and engineering specifications
  • Manufacturing processes, methods of production, supply-chain information, vendor relationships, and procurement terms
  • Marketing strategies, advertising plans, product-launch timelines, branding materials, and competitive intelligence
  • Human-resources data, including employee compensation, benefits structures, organizational charts, and talent-acquisition strategies
  • Any other information that the Company designates as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Employee; (b) was rightfully known to the Employee prior to disclosure by the Company, as demonstrated by written records; (c) is independently developed by the Employee without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

3.
OBLIGATIONS OF THE EMPLOYEE

The Employee agrees to the following obligations with respect to the Confidential Information:

  • Non-Disclosure: The Employee shall not, directly or indirectly, disclose, publish, communicate, or make available any Confidential Information to any third party without the prior written consent of the Company.
  • Limited Use: The Employee shall use the Confidential Information solely for the purpose of performing duties and responsibilities as an employee of the Company.
  • Duty of Care: The Employee shall exercise the same degree of care to protect the Confidential Information as a reasonably prudent person would use to protect their own confidential information.
  • Access Control: The Employee shall not copy, reproduce, store on personal devices, or transmit Confidential Information through unsecured channels unless specifically authorized by the Company in writing.
  • Reporting: The Employee shall promptly notify the Company in writing of any actual or suspected unauthorized disclosure of Confidential Information.

These obligations shall survive the termination of the Employee's employment for a period of two (2) years following the date of termination, regardless of the reason for termination.

4.
DURATION AND SURVIVAL
The confidentiality obligations set forth in this Agreement shall remain in effect for two (2) years following the termination of the Employee's employment with the Company, whether voluntary or involuntary, with or without cause. Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a "trade secret" as defined under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) or the law of the State of California (Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act)), the Employee's obligations of non-disclosure shall continue for as long as such information qualifies as a trade secret. Intentional theft of trade secrets may give rise to criminal liability under 18 U.S.C. §1832.
5.
DTSA WHISTLEBLOWER IMMUNITY NOTICE
Notice of Immunity Under the Defend Trade Secrets Act (18 U.S.C. §1833(b)(3)). Notwithstanding any other provision of this Agreement, the Employee is hereby notified that:
  • An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, AND (B) solely for the purpose of reporting or investigating a suspected violation of law.
  • An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
  • An individual who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade-secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Failure to provide this notice would forfeit the Company's right to recover exemplary damages or attorney fees in a DTSA action against the Employee (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)).

6.
PROTECTED RIGHTS AND STATUTORY CARVE-OUTS
Notwithstanding any other provision of this Agreement, nothing herein shall be construed to prohibit, restrict, or otherwise impede the Employee from:
  • Engaging in protected concerted activity under 29 U.S.C. §157 (NLRA §7, see Stericycle, Inc., 372 NLRB No. 113 (2023)), including discussing wages, hours, and other terms and conditions of employment.
  • Communicating directly with, responding to any inquiry from, or providing testimony or information to the EEOC, SEC, OSHA, NLRB, DOJ, or any other federal, state, or local government agency regarding a suspected violation of law, without notice to or authorization from the Company, as protected by SEC Rule 21F-17, 17 C.F.R. §240.21F-17; 15 U.S.C. §78u-6.
  • Disclosing the existence or factual circumstances of any dispute involving alleged sexual assault or sexual harassment. Pursuant to the federal Speak Out Act (42 U.S.C. §§19401–19404 (Speak Out Act, Pub. L. 117-224)), any pre-dispute non-disclosure or non-disparagement provision purporting to cover such a dispute is void and unenforceable.

State NDA Restriction (California). Pursuant to Cal. Lab. Code §1001 (Silenced No More, SB 331); Cal. Code Civ. Proc. §1001; Cal. Civ. Code §1670.11 (STAND Act); Cal. Gov. Code §12964.5 (eff 2022-01-01), this Agreement shall not be construed to prevent the Employee from disclosing factual information relating to any unlawful discrimination, harassment, or retaliation that the Employee has reason to believe occurred. SB 331 ("Silenced No More Act") extended the prior sex-only ban to all protected categories under FEHA (race, color, religion, sex/gender, sexual orientation, age, disability, national origin, etc.). Pre-dispute NDAs unenforceable for any discrimination/harassment/retaliation claim. Severance / separation agreements must include explicit notice of the employee's right to consult counsel and right to disclose information about unlawful acts.

To the extent any provision of this Agreement is deemed overbroad or to chill protected activity under the foregoing laws, such provision shall be modified or severed only to the minimum extent necessary, and the remainder of the Agreement shall remain in full force and effect.
7.
RETURN OF MATERIALS
Upon the termination of employment for any reason, or at any time upon the Company's written request, the Employee shall immediately return to the Company all originals and copies of any documents, materials, files, records, data, equipment, and other property belonging to the Company or containing Confidential Information, regardless of the format or medium. The Employee shall permanently delete and destroy all Confidential Information stored on any personal devices, cloud accounts, or other storage media under the Employee's control, and shall certify such destruction in writing.
8.
TRADE-SECRET PROTECTIONS

In addition to the general confidentiality obligations above, the Employee acknowledges that the following categories of information constitute trade secrets of the Company as defined under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) and Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act):

Machine-learning algorithms for predictive analytics, proprietary data-compression methods, real-time processing engine architecture, customer recommendation models

The Company has taken and continues to take reasonable measures to maintain the secrecy of these trade secrets, including restricting access on a need-to-know basis, implementing physical and digital security measures, and requiring confidentiality agreements from employees and contractors.

9.
CLIENT AND CUSTOMER LIST PROTECTION
The Employee acknowledges that the Company's client and customer lists, including the identity of clients and customers, their contact information, purchasing histories, contract terms, pricing arrangements, and preferences, constitute valuable Confidential Information and trade secrets of the Company. Enterprise customer database including Fortune 500 contracts, pricing tiers, SLA terms, and renewal schedules

State-Law Limitation (California). Customer non-solicitation covenants are generally void in this State as restraints of trade (Cal. Bus. and Prof. Code §16600; Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)). The Company's remedy with respect to this client information is therefore limited to enforcement against actual or threatened misappropriation of trade secrets under Cal. Civ. Code §§3426–3426.11 (California Uniform Trade Secrets Act) and the federal DTSA.
10.
PROPRIETARY PROCESSES AND METHODOLOGIES
The Employee acknowledges that the following proprietary processes, methodologies, and business practices are unique to the Company and constitute Confidential Information: Agile development methodology customizations, CI/CD pipeline configurations, code-review standards, quality-assurance protocols. The Employee shall not reproduce, implement, or disclose these processes to any third party, nor use them for the benefit of any other person or entity, during or after the term of employment.
11.
SOFTWARE AND INTELLECTUAL PROPERTY
The Employee acknowledges that the following software, patents, copyrights, and other intellectual property are the exclusive property of the Company: NovaPlatform source code (all versions), API specifications, database schemas, UI/UX design assets, pending patent applications for data-processing algorithms. All intellectual property created, conceived, or reduced to practice by the Employee during the course of employment, whether during working hours or using Company resources, shall be the sole and exclusive property of the Company (work-for-hire doctrine, 17 U.S.C. §101). The Employee hereby assigns and agrees to assign all right, title, and interest in any such intellectual property to the Company in accordance with 17 U.S.C. §204(a) (copyright) and 35 U.S.C. §261 (patent).

State Carve-Out (California). Pursuant to Cal. Lab. Code §2870, this assignment shall NOT apply to any invention that the Employee developed entirely on the Employee's own time without using the Company's equipment, supplies, facilities, or trade-secret information, AND that (i) does not relate, at the time of conception or reduction to practice, to the Company's business or actual or demonstrably anticipated RandD; and (ii) does not result from any work performed for the Company. Invention assignment clauses do not extend to inventions developed entirely on the employee's own time, without using employer equipment, supplies, facilities, or trade-secret information, that do not relate to the employer's business or actual/demonstrably-anticipated RandD, and do not result from any work performed for the employer. Employers must provide §2872 written notice of these limitations.
12.
NON-SOLICITATION

Non-Solicitation of Employees. For a period of 12 months following the termination of employment, the Employee shall not, directly or indirectly, recruit, solicit, induce, or encourage any employee, contractor, or consultant of the Company to leave the Company's employment or engagement. State-law note (California): Employee non-solicitation covenants are void as restraints of trade in this State (AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th 923 (2018)); this Section is therefore unenforceable as against the Employee.

Non-Solicitation of Clients. For a period of 18 months following the termination of employment, the Employee shall not, directly or indirectly, solicit, contact, or attempt to divert any client, customer, or business partner of the Company with whom the Employee had contact during the last twelve (12) months of employment. State-law note (California): Customer non-solicit covenants are reduced to trade-secret protection only in this State (Cal. Bus. and Prof. Code §16600; Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)); this Section is enforceable only to prohibit actual or threatened misappropriation of trade secrets.

13.
INJUNCTIVE RELIEF
The Employee acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Company for which monetary damages alone would be inadequate. Accordingly, in addition to all other remedies available at law or in equity, including those available under the federal DTSA (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)), the Company shall be entitled to seek temporary, preliminary, and permanent injunctive relief in accordance with Fed. R. Civ. P. 65 (or the analogous state-court rule) and the four-factor test of Winter v. Natural Resources Defense Council, 555 U.S. 7 (2008), without the necessity of proving actual damages or posting a bond (to the extent waivable under applicable law).
14.
LIQUIDATED DAMAGES
The Parties acknowledge that the actual damages resulting from a breach of this Agreement may be difficult to ascertain. In the event of a material breach by the Employee, the Employee shall pay to the Company the sum of $75,000 as liquidated damages, which the Parties agree represents a reasonable estimate of damages likely to be sustained by the Company. This provision shall not limit the Company's right to seek additional remedies, including injunctive relief.
15.
ATTORNEY FEES AND COSTS
In the event that any legal action, arbitration, or other proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, court costs, expert-witness fees, and other litigation expenses from the non-prevailing party.
16.
DISPUTE RESOLUTION
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of California. Each Party hereby consents to the personal jurisdiction and venue of such courts.

State Choice-of-Law / Forum Protection (California). Pursuant to Cal. Lab. Code §925; Cal. Bus. and Prof. Code §16600.5, where Employee primarily resides and works in California, any provision requiring adjudication outside this State or depriving the Employee of the substantive protection of this State's law is voidable at the Employee's election. Out-of-state choice-of-law and forum-selection clauses are voidable at the employee's election if entered after 1/1/2017. If voided, the dispute is adjudicated in California under California law. Exception: employee was individually represented by counsel during negotiation of the clause. Attorney fees recoverable for prevailing employee.
17.
GOVERNING LAW
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. To the extent that any provision of this Agreement conflicts with applicable mandatory law, such provision shall be modified to the minimum extent necessary to comply with such law.
18.
SEVERABILITY
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the validity or enforceability of the remaining provisions. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.
19.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by both Parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
COMPANY (DISCLOSING PARTY)
Patricia Chen
Chief Legal Officer
NovaTech Solutions Inc.
Date: ____________________
EMPLOYEE (RECEIVING PARTY)
Alexander Rodriguez
Employee
Date: ____________________

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What Is an Employee Non-Disclosure Agreement?

An employee non-disclosure agreement (employee NDA), also called an employee confidentiality agreement, is a legally binding contract used throughout the United States between an employer and an employee that restricts the employee from sharing the company's confidential information with outside parties. It applies both during and after the U.S. employment relationship, ensuring that sensitive American business data stays protected even after the employee leaves.

Employee NDAs are distinct from standard business NDAs because they address the unique dynamics of the U.S. employer-employee relationship. They typically cover a wider range of information that American employees encounter in their daily work, including trade secrets, client and vendor lists, financial records, internal processes, product roadmaps, pricing strategies, and proprietary technology. They also address U.S. employment-specific issues such as the return of company property and invention assignment.

In the United States, employee NDAs are governed by state contract law, state employment regulations, and federal statutes including the Defend Trade Secrets Act (DTSA). A well-drafted employee NDA balances the employer's need to protect legitimate business interests with the employee's right to use their general skills, knowledge, and experience in future employment.

What's Covered in This Template

Doxuno's employee NDA template includes all the essential clauses needed for a comprehensive, enforceable confidentiality agreement in the U.S. employment context.

Confidential Information Definition

Non-Disclosure Obligations

Non-Use Restrictions

Post-Employment Duration

Standard Exclusions

Return of Company Property

DTSA Whistleblower Notice

Invention Assignment

Non-Solicitation Clause

Remedies & Injunctive Relief

Governing Law & Venue

Signatures & Effective Date

How to Create Your Employee NDA

Doxuno's template guides you through every section to create a professional employee confidentiality agreement in minutes.

  1. 1

    Enter employer and employee information

    Provide the company's legal name, address, and the name of the authorized representative. Enter the employee's full legal name, job title, and department. If the NDA is signed during onboarding, include the employment start date.

  2. 2

    Define what constitutes confidential information

    Specify the categories of protected information: trade secrets, client and customer lists, financial data, product designs, marketing strategies, source code, pricing structures, and business plans. The definition should be broad enough to cover all sensitive data but specific enough to be enforceable.

  3. 3

    Set the obligations and restrictions

    Outline what the employee must and must not do with confidential information. Include non-disclosure and non-use duties, requirements for returning materials upon termination, and any permitted disclosures such as those required by law or court order.

  4. 4

    Choose the duration and surviving obligations

    Set how long confidentiality obligations last after the employee leaves. For general confidential information, two to five years post-employment is standard. For trade secrets, obligations should extend indefinitely. Select the governing state for the agreement.

  5. 5

    Add optional clauses and download

    Enable additional protections such as non-solicitation of clients or employees, invention assignment, or the DTSA whistleblower notice. Both parties sign the agreement. Download the completed employee NDA as a professional PDF for your personnel records.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

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Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

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Legal Considerations for Employee NDAs

Employee NDAs involve a careful balance between protecting legitimate business interests and respecting employee rights. Understanding the legal landscape helps ensure your agreement is enforceable.

This template is provided for informational purposes and does not constitute legal advice. For complex employment situations, executive-level agreements, or if you are unsure about state-specific restrictions, consult a licensed employment attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed employment attorneys in the United States to ensure accuracy for standard employee confidentiality situations.

Consideration for Existing Employees

In many U.S. states, continued employment alone is not sufficient consideration to support a new contractual obligation such as an NDA. If an NDA is presented after the employee has already started working, the American employer may need to provide additional consideration such as a raise, bonus, stock options, or promotion. States including Texas and Illinois have specific rules on this issue. Presenting the NDA as part of the initial offer letter avoids this problem entirely.

California and Employee NDAs

California is particularly protective of employee mobility under U.S. law. While NDAs protecting genuine trade secrets are enforceable, California Business and Professions Code Section 16600 voids non-compete agreements and strictly limits post-employment restrictions. American employee NDAs used in California should be carefully tailored to protect only legitimate confidential information, avoid overly broad definitions, and not function as a de facto non-compete under U.S. law.

The DTSA Whistleblower Requirement

Since 2016, the Defend Trade Secrets Act requires that any contract or agreement governing trade secrets include a whistleblower immunity notice. This notice informs employees that they are immune from criminal and civil liability if they disclose trade secrets in confidence to a government official or attorney for the purpose of reporting a suspected violation of law. Failing to include this notice means the employer cannot recover exemplary damages or attorney's fees under the DTSA.

Silencing and Harassment Protections

Several U.S. states have enacted laws that prevent American employers from using NDAs to silence employees who report workplace harassment, discrimination, or illegal activity. The federal Speak Out Act (2022) also limits the enforceability of pre-dispute NDAs in cases involving sexual assault or harassment. U.S. employee NDAs should include explicit carve-outs for protected reporting activities to ensure compliance with these evolving American laws.

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