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Employee Confidentiality Agreement

Employee Confidentiality Agreement

The nature of business competition is a harsh one. A dog eat dog world where very few things can really be as safe as you want them to be. No price is too high for good information, and people understand that. Fortunately, an employee confidentiality agreement is one measure you can take to prevent your company's private information from falling into the wrong hands.
Arjun Kulkarni
Last Updated: Jun 3, 2018
The nature of today's business entails that a business remains mindful of its secrets and keeps them away from the prying eyes of a competitor. Business secrets are sensitive and could be of great value to the company by dramatically improving their profitability. And especially when it comes to an untapped business opportunity, they'd better keep it under wraps lest the competitor take it away from them. Which is what makes confidentiality in the workplace such a big fuss. In cases where information is so sensitive, it is good to keep some sort of a binding contract ready.

Explaining the Agreement
If it's a secret and worth enough money, you've got to pull out all the stops so that it doesn't slip out of your hands. The employee confidentiality agreement is an instrument of business communication prepared with the same end-result in mind. Yes, it is good to trust employees and not be mistrustful of their intentions but some secrets need to be protected with utmost care. And this is where the agreement steps in. This document is the proverbial watchdog which stands guard to the safe, should the employee drop the keys where he or she shouldn't have. The good thing for the employer is that it gives him the satisfaction that the recruit won't blab at the bar about that awesome thing he just saw. Often, it comes with a liability for the employee, should he be the one who, in a drunken haze or in a perfectly sane frame of mind, leaks out sensitive information.

The contents of a confidentiality agreement differ from one company to the other. For the more secretive companies, this type of non disclosure agreement template is a long and tiring one which gives every painful detail about the nature of the undisclosed matter and the repercussions of its disclosure. The simple ones don't bore and confuse the reader with mind-numbing content and in a very straightforward way, lay down the content.

Sample Agreement
Writing the employee confidentiality agreement is best left to a qualified lawyer, or at least one well versed with the duties of one educated in secretarial practice. However, just for example, here's the basic template:


This employee confidentiality agreement is made between Mr. Smith (hereon referred to as the "Employee") and Mr. Jones (hereon referred to as the "Employer").

The Employee agrees to the terms of this agreement:
  1. The Employee acknowledges that, in the course of employment by the Employer, the Employee has, and may in the future, come into the possession of certain confidential information belonging to the Employer including, but not limited to trade secrets, customer lists, supplier lists, and prices, pricing schedule, methods, processes, or marketing plans.
  2. The Employee hereby covenants and agrees that he or she will at no time, during or after the term of employment, use for his or her own benefit or the benefit of others, or disclose or divulge to others, any such confidential information.
  3. Upon termination of employment, the Employee will return to the Employer, retaining no copies, all documents relating to the Employers business including, but not limited to, reports, manuals, drawings, diagrams, blueprints, correspondence, customer lists, computer programs, and all other materials and all copies of such materials, obtained by the Employee during employment.
  4. Violation of this agreement by the Employee will entitle the Employer to an injunction to prevent such competition or disclosure, and will entitle the Employer to other legal remedies, including attorney's fees and costs.
  5. This agreement shall be governed by the laws of _____________(name of the law).
  6. If any part of this agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect.
  7. This agreement shall be binding upon the parties, and upon their heirs, executors, personal representatives, administrators, and assignees. No person shall have a right or cause to cause of action arising out of or resulting from this agreement except those who are parties to it and their successors in interest.
  8. This instrument, including any attached exhibits and addenda, constitutes the entire agreement of the parties. No representation or promises have been made except those that are set out in this agreement. This agreement may not be modified except in writing signed by all the parties concerned.






Business writing, like I said before, is best left to the experts because you don't want a loophole in such an important document!