Template · Offers and pre-employment
Employee non-disclosure agreement
In short
An employee NDA template is a confidentiality agreement that an employee signs to protect the employer's trade secrets and non-public business information during and after employment. This version defines confidential information precisely, includes the carve-outs US law requires for whistleblowing and workplace speech, covers return of property, and is written to be enforceable rather than intimidating.
Employee Confidentiality and Non-Disclosure Agreement template
Employee Confidentiality and Non-Disclosure Agreement
Sign at or before the start of employment, ideally sent with the offer letter. For existing employees, many states require something of value in exchange (such as a raise or bonus) for a new agreement; check with counsel. Do not add non-compete terms to this document.
Parties
This Confidentiality and Non-Disclosure Agreement ("Agreement") is made on [Date] between [Company Legal Name], with its principal office at [Company Address] ("Company"), and [Employee Full Name] ("Employee"), in connection with Employee's employment as [Job Title] beginning on [Start Date]. Employee's employment, compensation and access to Confidential Information are consideration for this Agreement.
1. Confidential Information
"Confidential Information" means non-public information that Employee learns or creates in the course of employment and that Company treats as confidential, including: customer and client lists, contact details and account terms; pricing, margins, bids and financial information not publicly reported; business plans, forecasts and acquisition plans; product designs, source code, algorithms, processes and technical data; candidate and employee personal data held by Company in its HR or recruiting systems; vendor terms; and trade secrets as defined by applicable law.
Confidential Information does not include information that (a) is or becomes publicly available through no breach by Employee, (b) Employee knew before employment without a confidentiality obligation, (c) Employee lawfully receives from a third party without restriction, or (d) is general skill, knowledge and experience Employee gains in the job.
2. Employee obligations
During and after employment, Employee will (a) use Confidential Information only to perform Employee's job for Company; (b) not disclose it to anyone outside Company except as authorized in writing or as allowed in Section 4; (c) follow Company's information security and data protection policies; and (d) not copy Confidential Information to personal devices, personal email or personal cloud accounts except as permitted by Company policy.
3. Duration
Employee's obligations for Confidential Information continue for [2 / 3 / 5] years after employment ends. Obligations for trade secrets continue for as long as the information remains a trade secret under applicable law. Obligations for personal data continue for as long as Company is required by law to protect it.
4. Permitted disclosures and protected rights
Nothing in this Agreement prohibits or restricts Employee from: (a) reporting possible violations of law to, filing a charge with, or participating in an investigation by any government agency, including the Equal Employment Opportunity Commission, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission or any state or local agency, without notice to Company; (b) receiving an award from a government agency for information provided; (c) discussing or disclosing wages, hours or other terms and conditions of employment, or engaging in other activity protected by Section 7 of the National Labor Relations Act; (d) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination or any other conduct Employee reasonably believes is unlawful; (e) testifying truthfully in a legal proceeding; or (f) making any disclosure required by law or court order, after giving Company prompt notice where legally allowed.
Defend Trade Secrets Act notice: Under 18 U.S.C. section 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit 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 containing the trade secret is filed under seal and is not disclosed except under court order.
5. Prior employer information
Employee will not bring to Company, or use in performing their job, any confidential information or trade secrets belonging to a former employer or other third party. Employee confirms that signing this Agreement and performing the job does not breach any agreement with a former employer, except as disclosed here: [None / describe].
6. Return of property
When employment ends, or earlier on request, Employee will return all Company property and Confidential Information in any form, including laptops, phones, badges, documents and files, and will permanently delete Company information from any personal device or account after returning a copy to Company. Employee will confirm in writing that this has been done.
7. Remedies
Employee agrees that unauthorized use or disclosure of Confidential Information may cause Company harm that money damages cannot fully remedy, and that Company may seek injunctive relief in addition to other remedies available by law.
8. General terms
This Agreement does not change the at-will nature of Employee's employment. It is governed by the laws of the State of [State where Employee primarily works]. If a court finds any provision unenforceable, the court may modify it to the minimum extent necessary and the remainder stays in effect. This Agreement is the entire agreement on its subject, may be changed only in a signed writing, and survives the end of employment. Employee acknowledges having had the opportunity to read this Agreement and ask questions before signing.
Signatures
- Employee printed name
- Employee signature
- Date
- Company representative name and title
- Company signature
- Date
How to use this template
- Decide which categories of information genuinely need protection in this role and edit the list in Section 1 to match; delete anything that does not apply.
- Set the post-employment duration for ordinary confidential information, and leave trade secrets protected for as long as they stay secret.
- Keep Section 4 and the Defend Trade Secrets Act notice intact; they are what keep the agreement lawful and enforceable.
- Set governing law to the state where the employee works and check that state's rules on confidentiality and restrictive covenants.
- Send the agreement with the offer letter so the candidate reviews it before accepting, rather than on the first morning.
- Collect signatures electronically, file the signed copy in the personnel file and remind the employee of the return-of-property section at offboarding.
What an employee NDA protects
A confidentiality agreement for employees protects information that gives the business an edge or that it is obliged to keep private: customer lists and pricing, product and technical data, financials before they are public, and personal data about customers, candidates and staff. It also creates written evidence that the company treated the information as confidential, which matters because trade secret law protects only information the owner took reasonable steps to keep secret.
It should not try to stop people from using general skills, talking about their own pay or reporting problems. Overbroad NDAs are the ones that get thrown out or draw agency attention. A short agreement with a precise definition is easier to enforce than a sweeping one.
The legal limits every employee NDA must respect
Several US laws restrict what a confidentiality agreement can say:
- National Labor Relations Act. Most non-supervisory employees, union or not, have a protected right under Section 7 to discuss wages and working conditions. The NLRB has found confidentiality rules unlawful when they could reasonably stop that discussion, and its 2023 McLaren Macomb decision applied similar reasoning to severance agreements.
- Whistleblower rights. The SEC's Rule 21F-17 bars agreements that impede reporting to the SEC, and agencies including the EEOC and OSHA treat interference with charges as a problem. Keep the government-reporting carve-out.
- Defend Trade Secrets Act. Agreements governing trade secrets should include the immunity notice in Section 4. Leaving it out means the employer cannot recover exemplary damages or attorney fees under the DTSA from an employee who never received it.
- Speak Out Act (2022). Pre-dispute nondisclosure and non-disparagement clauses signed before a dispute arises are not enforceable in sexual assault or sexual harassment disputes under federal law. Several states, including California and Washington, go further on harassment and discrimination.
State rules vary. See our glossary entry on whistleblower protection for more.
NDA, non-compete or employment contract
These documents get bundled together but do different jobs. An NDA limits what an employee can disclose or use. A non-compete limits where they can work after leaving, and it faces much tighter rules: California, Minnesota, North Dakota and Oklahoma ban most employee non-competes, and many other states restrict them by salary level or notice requirements. Keep the two separate, so a court that strikes down a non-compete does not take the confidentiality terms with it. Our non-compete agreement template and the glossary on non-competes cover those rules.
If you issue a full employment contract template, confidentiality can be a section within it. For contractors, use the confidentiality clause inside an independent contractor agreement rather than this employee form.
Rolling NDAs out across a large workforce
A 2,000-person operation does not need a one-size NDA for everyone. A warehouse associate and a pricing analyst handle very different information. Many employers use two tiers: a short acknowledgment of the confidentiality policy for frontline roles, and this full agreement for roles with access to customer data, financials, source code or strategy. Send the agreement with the offer and collect signatures through e-signatures so you have a record per employee without chasing paper across sites.
For existing employees, a new NDA may need fresh consideration to be enforceable in some states; continued at-will employment is enough in many but not all. Plan rollouts with counsel and avoid presenting new agreements as a condition of keeping a job without checking local law.
Common mistakes
- Defining confidential information as "all information about the company," which courts read as unenforceable and employees read as a gag.
- Removing the whistleblower and NLRA carve-outs to make the agreement "stronger."
- Hiding non-compete or non-solicitation terms inside the NDA.
- Having the employee sign on day one without time to read it.
- Never enforcing basic security, such as letting files sync to personal accounts, then relying on the NDA to fix it after someone leaves.
Frequently asked questions
What should an employee NDA template include?
A precise definition of confidential information with standard exclusions, the employee's obligations, the duration, permitted disclosures including whistleblower and wage discussion rights, the Defend Trade Secrets Act notice, prior-employer terms, return of property, remedies, governing law and signatures.
Is an employee confidentiality agreement legally enforceable?
Generally yes, when it protects legitimate business information, is reasonably specific and does not restrict legally protected activity. Overbroad agreements, or ones that block reporting to agencies, risk being struck down or drawing enforcement action.
How long does an NDA for employees last?
Commonly two to five years after employment ends for general confidential information, and indefinitely for trade secrets as long as they remain secret. Personal data obligations follow the applicable privacy law.
Can an NDA stop employees from discussing salary?
No for most non-supervisory employees. Section 7 of the National Labor Relations Act protects discussion of wages and working conditions, and many states have their own pay transparency protections.
Can employers ask existing employees to sign an NDA?
Yes, but some states require new consideration, such as a raise, bonus or promotion, for the agreement to be enforceable against a current employee. Check the law in the employee's state.
Is an employee NDA the same as a non-compete?
No. An NDA limits disclosure and use of confidential information. A non-compete limits future employment and is banned or restricted in a number of states. Keep them as separate documents.