Employee Confidentiality Agreement - United States

Employee Confidentiality Agreement for the United Kingdom

Employee Confidentiality Agreement Template for United States

An Employee Confidentiality Agreement is a legally binding document used in the United States to protect an organization's confidential information, trade secrets, and intellectual property from unauthorized disclosure or use by employees. This agreement, governed by both federal and state laws, establishes the employee's obligations regarding the handling and protection of sensitive information during and after their employment. It typically includes specific provisions about what constitutes confidential information, the duration of confidentiality obligations, and procedures for returning company materials upon employment termination.

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What is a Employee Confidentiality Agreement?

The Employee Confidentiality Agreement serves as a crucial tool for businesses operating in the United States to safeguard their proprietary information and maintain competitive advantage. This agreement becomes necessary whenever an employee will have access to sensitive company information, including but not limited to trade secrets, client lists, pricing strategies, or proprietary technologies. The agreement must comply with federal regulations such as the Defend Trade Secrets Act and state-specific trade secret laws, while balancing the employer's need for protection with employee rights. An Employee Confidentiality Agreement should be implemented at the start of employment and remains binding even after the employment relationship ends, though certain provisions may have specific duration limits depending on state laws.

What sections should be included in a Employee Confidentiality Agreement?

1. Parties: Identification of the employer and employee

2. Background: Context of the agreement and employment relationship

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information

5. Employee Obligations: Specific duties regarding confidentiality and protection of information

6. Term and Survival: Duration of obligations and which provisions survive employment termination

7. Return of Materials: Requirements for returning confidential materials upon employment termination

What sections are optional to include in a Employee Confidentiality Agreement?

1. Non-Competition: Restrictions on competitive activities - include only when permitted by state law and necessary for business protection

2. Invention Assignment: Assignment of employee inventions to employer - include when employee may create intellectual property during employment

3. Third Party Information: Handling of third party confidential information - include when employee may have access to client/vendor confidential information

What schedules should be included in a Employee Confidentiality Agreement?

1. Schedule A - Excluded Inventions: List of pre-existing inventions owned by employee

2. Schedule B - Whistleblower Notice: Required notice of immunity under federal law

3. Schedule C - Specific Confidential Information: Detailed list of company-specific confidential information categories

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Confidential Information

Intellectual Property
Proprietary Information

Effective Date

Restricted Period
Affiliate

Customer Information

Prior Inventions

Clauses

Relevant Industries

Technology
Healthcare
Financial Services
Manufacturing
Research and Development

Relevant Teams

Compliance
External Counsel
In-house Legal
HR
Security

Relevant Roles

Account Director
Account Manager
Attorney
Corporate Counsel
General Counsel

Industries

Defend Trade Secrets Act (DTSA): Federal law providing uniform federal protection for trade secrets, including remedies and whistleblower protections. Must include specific immunity notice provisions in confidentiality agreements.

National Labor Relations Act (NLRA): Federal law protecting employees' rights to discuss working conditions; confidentiality agreements must not restrict protected concerted activities.

Economic Espionage Act: Federal criminal law protecting against theft of trade secrets, particularly relevant for defining scope of confidential information.

Federal Whistleblower Protection Laws: Various federal statutes protecting employees who report violations of law; confidentiality provisions must not restrict whistleblowing rights.

Securities Exchange Act: Federal law relevant for public companies, including provisions affecting confidentiality obligations and insider trading restrictions.

Uniform Trade Secrets Act: Model law adopted by most states defining trade secrets and establishing standards for their protection and remedies for misappropriation.

State Trade Secret Laws: State-specific variations on trade secret protection, which may impose additional or different requirements than federal law.

State Non-Disclosure Regulations: State-specific rules governing confidentiality agreements, including restrictions on scope and duration.

State Whistleblower Laws: State-specific protections for employees who report violations, which may be broader than federal protections.

STAND Act: California law limiting confidentiality provisions in cases involving sexual harassment, serving as example of state-specific restrictions.

Fair Labor Standards Act: Federal law governing wages and working conditions; confidentiality provisions must not interfere with employees' rights under this act.

Equal Employment Opportunity Laws: Federal and state laws prohibiting discrimination; confidentiality provisions must not interfere with right to file discrimination complaints.

Americans with Disabilities Act: Federal law protecting disabled employees; confidentiality provisions must consider medical information privacy requirements.

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What is a Employee Confidentiality Agreement?

What sections should be included in a Employee Confidentiality Agreement?

What sections are optional to include in a Employee Confidentiality Agreement?

What schedules should be included in a Employee Confidentiality Agreement?

Authors

Alex Denne

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