Employee Confidentiality (NDA) Agreement

# Employee Confidentiality Agreement This Employee Confidentiality Agreement (this "Agreement") is entered into by and between ___________, organized under the laws of the State of ___________ (the "Company"), and ___________, who is or will be employed by the Company in the position of ___________ (the "Employee"). This Agreement is effective as of the Employee's start date of ___________. In consideration of the Employee's employment or continued employment with the Company, the compensation and benefits provided, and the Company's disclosure of Confidential Information to the Employee, the parties agree as follows. ## 1. Confidential Information "Confidential Information" means any non-public information, in any form, that the Company owns, controls, or has a duty to protect, including trade secrets, customer and client lists, prospect lists, pricing and cost data, financial statements and projections, product and service plans, research and development, source code and software, technical specifications, business strategies and methods, marketing plans, supplier and vendor information, personnel and compensation information, investor and shareholder data, and any other information that is marked or otherwise designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information also includes information the Employee obtains by observation while present on Company premises or while accessing Company systems, whether or not such information is separately marked as confidential. Confidential Information does not include information that the Employee can demonstrate: (a) is or becomes publicly known through no act or omission of the Employee; (b) was rightfully known to the Employee before the start of employment, as evidenced by written records; (c) is rightfully received by the Employee from a third party without any duty of confidentiality and without breach of this Agreement; or (d) is required to be disclosed by law, provided the Employee gives the Company prompt written notice (to the extent legally permitted) and reasonable cooperation so the Company may seek protective treatment. ## 2. Obligations of the Employee During and after employment, the Employee shall: (a) maintain the strict confidentiality of all Confidential Information; (b) use Confidential Information solely to perform the Employee's job duties for the Company and for no other purpose; (c) not disclose, publish, or transfer Confidential Information to any third party without the prior written consent of the Company; (d) apply at least reasonable security measures to safeguard Confidential Information against unauthorized access, use, or disclosure; and (e) immediately notify the Company of any known or suspected unauthorized access, use, or disclosure of Confidential Information. ## 3. Post-Employment Obligations The obligations in this Agreement survive the termination of the Employee's employment, for any reason, and continue for the longer of (i) three (3) years following the last day of employment or (ii) for any information that qualifies as a trade secret, for as long as that information remains a trade secret under applicable law.