It is important for employers to have an employee confidentiality agreement in place to protect the interests of the company.
A confidentiality clause would typically form part of a comprehensive employment contract.
However, you may prefer to have a stand-alone non-disclosure agreement which can also be adapted for use for a temporary employee or casual worker, consultant or when entering into discussions with potential business partners.
We have a variety of additional confidentiality and non-disclosure forms available to cater for:
Non-Disclosure of Financial Statements when selling a business.
Non-Disclosure of an Invention prior to registering a patent.
The parties to this agreement are:
(Hereinafter referred to as the "Company")
(Hereinafter referred to as the "Employee")
1. Confidential Information
Inclusions:- For the purpose of this Agreement, Confidential Information will be deemed to extend to:
a) All proprietary, technical and commercial information of any kind including but not limited to business plans, records, manuals, policies and procedures;
b) Marketing information, pricing, customer lists, trade secrets, employee information;
c) Product information, processes, technology, formulae, computer software and data, inventions and discoveries;
d) Information disclosed to the Company or Employee by a third party under conditions of confidentiality;
e) Contributions in any form made to the Company by the Employee during the period of employment.
Exclusions:- For the purpose of this Agreement there shall be no restrictive covenant on:
f) Information known to the Employee and disclosed in writing prior to signing this Agreement;
g) Information disclosed to the Employee by a third party who has the legal right to do so and with no restriction on disclosure;
h) Information which is public knowledge or becomes public knowledge in due course without infringing the provisions of this Agreement.
2. Duty of Confidentiality
The Employee acknowledges that during the course of employment with the Company the Employee will become familiar with some or all of the Company's Confidential Information. The Employee consequently agrees:
a) During the term of employment and for a period of ____years after termination of employment for whatever reason, not to disclose or make use of, directly or indirectly, any Confidential Information unless for a purpose within the scope of employment with the Company or otherwise authorised to do so by the Company in writing.
b) The duty of confidentiality shall apply for an indefinite period to any Trade Secrets of the Company.
c) The Employee undertakes to exercise reasonable security precautions to keep safe and prevent disclosure of Confidential Information to others, shall notify the Company immediately upon discovery of unauthorised use and shall notify the Company within 24 hours about being questioned about Confidential Information by anyone not authorised to do so.
d) The Employee agrees not to engage in any employment or activity which may cause or constitute a conflict of interest with that of the Company.
e) The Employee shall advise authorised recipients of Confidential Information of the full extent of the restrictions and duty of confidentiality.
f) The Employee acknowledges that breach of this Employee Confidentiality Agreement will be harmful to the Company.
3. Return of Confidential Information
The Employee agrees to deliver to the Company all material pertaining to Confidential Information and Company Property whenever required to do so or upon termination of his/her employment with the Company. The Company will not retain any copies, in whole or in part, thereof.
By signing below the Employee warrants that he/she agrees to the terms and conditions in this Employee Confidentiality Agreement and that he/she will not be in breach of a pre-existing Agreement with another party by doing so.
Employee: ______________________ Date: _______________
Signed by Company Representative: _________________________ Date: ________________
Name: _________________________ Title: _______________