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Employee Confidentiality Agreement Template
Employee NDA with the DTSA immunity notice, NLRA Section 7 and SEC whistleblower carve-outs, Speak Out Act limits, and return-of-materials terms.
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What you get
- A definition of confidential information with the four standard exclusions
- The Defend Trade Secrets Act immunity notice, word for word, so you keep the right to exemplary damages
- Protected-activity carve-outs covering NLRA Section 7, SEC Rule 21F-17, and government agency reporting
- Speak Out Act and state-law guidance on sexual harassment and assault disclosures
- Return-of-materials certification and a signature block
Template preview
A preview of the structure. Download the PDF or CSV for the complete, ready-to-use version.
Agreement details
- Company legal name
- Employee name and job title
- Effective date— On or before the first day of access to confidential information
- Consideration— Employment offer, continued employment, or a stated payment – check state rules for mid-employment signers
1. Definition of confidential information
'Confidential Information' means non-public information, in any form, that the Employee learns or creates in the course of employment and that [Company name] treats as confidential, including: customer and prospect lists and contract terms; pricing, margins, and financial results not yet public; product roadmaps, source code, designs, and unreleased features; trade secrets as defined by the Defend Trade Secrets Act and applicable state law; personal data about employees, customers, or patients; and information that third parties have shared with the Company under a duty of confidentiality.
2. What is not confidential information
- Information that is or becomes public through no fault of the Employee
- Information the Employee already knew before employment, shown by written records
- Information the Employee receives from a third party who had the right to disclose it
- Information the Employee develops independently without using Company information
3. Obligations
The Employee will use Confidential Information only to do their job for the Company, will not disclose it to anyone outside the Company except as authorized or as permitted in Section 5, will store it only on Company-approved systems, and will take reasonable steps to protect it, including following the Acceptable Use Policy and data classification rules.
4. Duration of obligations
| Type of information | How long the duty lasts | Why |
|---|---|---|
| Trade secrets | As long as the information remains a trade secret under law | Trade secret status depends on continued secrecy, not a fixed term |
| Other confidential business information | [2 to 5] years after employment ends | Courts are more likely to enforce a defined period for ordinary business information |
| Personal data (employees, customers, patients) | Indefinitely, and as required by privacy law (HIPAA, GDPR, state privacy laws) | Legal duties on personal data do not expire when employment ends |
| Third-party information under an NDA | As long as the Company's own obligation to that third party lasts | The Company is bound by the third-party contract |
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How to use this template
- 1
Adjust the definition
Replace the example categories of confidential information with the ones that matter in your business, such as source code, formulas, pricing models, or patient data. Specific categories hold up better than a catch-all.
- 2
Keep the carve-outs intact
Do not delete the protected-activity section or the DTSA notice. They protect the agreement from being struck down and preserve your remedies if a trade secret is taken.
- 3
Set the duration
Pick a fixed period (commonly two to five years after employment) for ordinary confidential information, and keep trade secret protection running for as long as the information stays a trade secret.
- 4
Sign at hire and certify at exit
Have the agreement signed before the employee gets system access. At offboarding, collect the return-of-materials certification and file it with the exit paperwork.
Frequently asked questions
Is an employee confidentiality agreement the same as an NDA?
Yes, in practice. 'Employee NDA' and 'confidentiality agreement' describe the same document: a contract in which the employee agrees not to use or disclose the employer's confidential information. Mutual NDAs used with vendors and prospects are a different document with different terms.
What happens if we leave out the DTSA whistleblower immunity notice?
The agreement is still valid, but you lose the right to recover exemplary damages (up to twice actual damages) and attorney fees under the Defend Trade Secrets Act against an employee who never received the notice. The notice can sit in the agreement itself or in a policy the agreement cross-references. It costs nothing to include.
Can we stop employees from discussing their salary?
No, for most US private-sector employees. Section 7 of the NLRA protects non-supervisory employees who discuss pay and working conditions, and many states have pay transparency laws that separately protect wage discussions. A confidentiality clause that bans salary talk can be found unlawful and may taint the rest of the agreement.
How long should a confidentiality agreement last?
Trade secrets can be protected for as long as they stay secret. For ordinary confidential business information, two to five years after employment is common and easier to defend. Personal data remains protected under privacy law regardless of what the contract says.
Can an NDA stop an employee from reporting harassment?
No. The Speak Out Act makes pre-dispute non-disclosure and non-disparagement clauses unenforceable against sexual assault and sexual harassment disputes, and many states restrict NDAs covering any unlawful workplace conduct. Employees can always report to government agencies such as the EEOC.
Does this replace a non-compete?
It covers a different risk. A confidentiality agreement protects information, while a non-compete restricts where someone can work. Confidentiality agreements are enforceable in every state, including California, which is why many employers rely on them instead of non-competes.