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Employee Non-Disclosure Agreement Template

Employee Non-Disclosure Agreement Template
A simple template of employee non-disclosure agreement template has been provided here. Employees are under an obligation of maintaining some specified discretion under the contract of employment that they honor.
Scholasticus K
Employment of any kind is basically, a contract between the employer and employee. The employer promises the employee salary and benefits, in return of work and effort. The basic premise is that the salary and work are two considerations against each other. In certain cases, however, there is an element within the contract where the employer contractually refrains the employee from disclosing information that is of critical and economic importance to the company. Employees may be debarred from disclosing anything, right from trade secrets to certain inter-personal information about other employees. Such measures are security measures that are taken by companies to safeguard information that is of economic importance and, if leaked out to competitors, could lead to loss. This clause is often referred to as the 'non-disclosure agreement'. In some cases, a separate document is prepared for this purpose. This document is usually known as the employee non-disclosure agreement.

Contents of the Non-Disclosure Agreement

Since several employers have such an agreement as a part of their employment contracts, we should know about it. The following are some of the important contents of such non-disclosure agreements. It must be noted that such an agreement is sometimes also referred to as the employee confidentiality agreement. Let's have a look.
  • Definitions: The first point of this document is going to be what is known as a definition clause. Such a definition clause categorically states the definitions of all the terms that are going to appear in the agreement.
  • Terms and Conditions: This part is the core part of the document and it puts down all terms and conditions of the agreement, i.e, it talks about what the employee is not permitted to disclose and what the implications of such a disclosure leads to.
  • Governing Law Clause: This clause refers to the governing act of the agreement. The agreement is governed by some or the other law, and the details of such a document are subject to the jurisdiction of some or the other authority or governing body.
  • Signatory Clause: The last clause shall consist of all the different signatories, seals and designations.
Non-Disclosure Agreement: A Decorum

The document, is relatively short and does not have any kind of serious clauses. However, it must be always noted that disclosure of any confidential facts, unintentionally of intentionally, is going to lead to certain, implications such as loss of employment. In some cases employers also take legal action against the violation of the agreement. Hence, overall, any common man who is employed, should follow the following policy.
  1. Not to talk about work, outside the office or outside the office hours.
  2. Treat your work as an intimate affair and maintain an aura of secrecy.
  3. Workplace and industry related, 'friends' are acquaintances, no need to talk to them about work outside the office. It's not needed.
Unintentional disclosure about facts related to your work can take place, it's inevitable, hence follow the aforementioned points and you will be good. The big problem is that even a single, simple fact or news once disclosed can be used as an arsenal of weapons by your competitors, your employer will thus not only lose market but your job and career would be put into jeopardy. Here is a simple employee non-disclosure agreement template which you can download, use and modify as per your requirement. You can also use the same as a NDA template as per necessity.

XYZ Company: Employee Non-Disclosure Agreement

This agreement is contractually binding and has legal implications, which can be initiated by either parties. The agreement is between XYZ company and employee name of the employee, and is governed by the law of the land. The parties to the agreement are defined as,
  • Employer: XYZ Limited Liability Company (LLC), of address of the company, a company classified as securities, investment banking and instruments trade company, employing 1,645 people, incorporated, date of incorporation, who would be referred to as the employer in the due course of the document.
  • Employee: Name of the employee, of address of the employee, CFA and M.A. in economics, employed, date of joining as, Head of International and Offshore Investment Cell, who would referred to as the 'employee' in the due course of the document.
In context with the knowledge, trade secrets and intelligence gathered by the company, over the due course of time and operations, disclosure of any, or all facts by the employee to the outside world is viewed as a threat to the company's operations. The employee thereby agrees and consents to the following terms and conditions of employment, and employer and employee contractual relations.
  • The employee cannot disclose any fact or information regarding the company's operations to the people who are not employees of the International and Offshore Investment Cell and his superiors.
  • The employee cannot disclose any fact or information to any person who is a non employee and is viewed to be an outsider.
  • The employer exercises a right of retaining a sum equivalent to 8% of the employees' monthly salary, on an annual basis. Such a retention will be held of 12 months as a confidentiality security and would be returned to the employee with full interest upon separation, with an interest of 7% per annum.
  • The employee cannot disclose any technical, non technical and factual information about the company or the general market in which it deals.
  • The employee is also not permitted to share, use disclose any information for personal, professional and any other use.
  • In cases where the company find violation of terms and conditions, the aforementioned retained salary would be confiscated and where disclosure was willful or careless, legal action would be also taken by the company.
The company exercises its rights to discretion and confidentiality under the jurisdictions of the following laws: (enlist all the said laws which come into the picture)

I, name of employee, am aware of the aforementioned rules and the expected decorum for confidentiality, and agree and promise to comply, failing which, I would readily fact and accept the implications.


Please note that there are several legal implications of some disclosures, to the extent that securities and law enforcement bodies might even treat as insider trading. Thus, it is basically not advisable to talk about work outside the office, or even after the office hours. This is where the term 'professional conduct and decorum' comes in.