Employee Confidentiality Agreement Template

This employee confidentiality agreement template is designed for use by Indian companies and organizations.

This Agreement becomes effective upon signing by and between ___________ Private Limited (hereinafter referred to as the “Company”), a private limited company with its registered office located at ____________, and ________________, (hereinafter referred to as the “Employee”), S/o. Mr. ______________, residing at _________________________, collectively referred to as the “Parties”.

The Company has employed Mr./Ms. ___________________________ since/from _____. This agreement aims to protect the confidential information disclosed by the Company to Mr. _____________ during the course of employment. The Employee acknowledges the remuneration paid by the Company and agrees to the following terms:

Confidential Information: The Parties agree that all information disclosed, whether oral or written, made available by the Company to another Party, including, but not limited to, trade secrets, strategic plans, and invention plans, shall be deemed as “Confidential Information”. This includes customer information, computer programs, software codes, databases, suppliers, distribution channels, marketing studies, intellectual property, and more. Confidential information received prior to this Agreement's execution is also covered.
Restrictions and Exceptions: The Employee commits to maintaining the confidentiality of this confidential information for a period of two years from the last disclosure date by the Company.
Non-Disclosure: The Employee will not utilize the company's Confidential Information for personal gain or third-party benefit. Confidential Information must be safeguarded with the same degree of care as the Employee’s own confidential data, ensuring no unauthorized use, dissemination, or publication. Internal disclosure of the information is restricted to necessary personnel.
Ownership of Confidential Information: All confidential information and materials delivered to the Employee remain the property of the Company. This agreement does not grant any license or rights over such information.
Return of Materials and Documents: Upon request, the Employee will return or destroy all materials containing Company’s Confidential Information, including computer programs, documentation, forms, and plans. Compliance will be certified if requested by the Company.
Non-Circumvention: The Employee agrees not to bypass the Company and directly engage with business associates, clients, or vendors introduced by the Company, for two years post this Agreement’s termination.
Non-Solicitation: For two years after this Agreement's termination, the Employee will refrain from soliciting or aiding others in soliciting the Company’s clients or offering similar services to them.
No Tampering: While employed by the Company and for two years following termination, the Employee shall not influence suppliers or customers to reduce or cease business with the Company, nor encourage any employee to terminate their employment.
Remedy: The Employee recognizes that unauthorized disclosure or use of Confidential Information could cause substantial harm to the Company. Therefore, the Company retains the right to seek injunctive relief and damages above Rs.10 lakh per breach from a competent court.
Termination: This Agreement will remain effective unless expressly terminated in writing by all Parties, or until two years post the Employee’s termination of employment.
General: This Agreement represents the entirety of understanding between the Parties, superseding prior agreements. Changes require written consent from all Parties. Any invalid provision does not affect the enforceability of remaining terms.

The Employee acknowledges receiving access to trade secrets and confidential data under this agreement, which shall not be disclosed or used for personal benefit or third-party advantage.

Date:

Place:

Employee Name:

Employee Signature:

For Company,

Designation

Download Employee Non-Disclosure Format

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Frequently Asked Questions

Common questions about Employee Confidentiality Agreement.

An Employee Confidentiality Agreement is a legal contract that establishes rules and obligations for an employee regarding the protection and non-disclosure of confidential information belonging to the company. It aims to prevent unauthorized use or sharing of sensitive data, trade secrets, and other proprietary information.

A company should have its employees sign a Confidentiality Agreement at the time of employment or whenever the employee will have access to confidential information. This ensures that the employee understands their responsibilities in safeguarding the company's confidential data from the start of their engagement.

The Employee Confidentiality Agreement Template covers a wide range of information that is deemed confidential, including trade secrets, strategic plans, customer information, computer programs, software codes, databases, marketing studies, intellectual property, financial data, research and development details, and any other sensitive or proprietary information.

According to the Employee Confidentiality Agreement Template, the employee's obligation to maintain the confidentiality of the company's information lasts for two (2) years from the date of the last disclosure by the company or the termination of employment, whichever is later.

If an employee breaches the Confidentiality Agreement by unauthorized disclosure or use of confidential information, the company has the right to seek injunctive relief (court order to stop the breach) and monetary damages in excess of Rs. 10 lakhs per instance of breach, as stated in the agreement template.

No, the Employee Confidentiality Agreement Template explicitly states that the employee shall limit internal disclosure of the confidential information to only those employees and agents who have a need to know the information for executing their job responsibilities.

Upon termination of employment, the employee is obligated to return or destroy all materials that contain or embody the company's confidential information, including computer programs, documentation, financial statements, forms, notes, plans, drawings, and customer information, as per the agreement template.

Yes, the Employee Confidentiality Agreement Template explicitly states that any confidential information disclosed by the company to the employee prior to the execution of the agreement during the course of employment was intended to be and shall be subject to the terms and conditions of the agreement.

The Employee Confidentiality Agreement Template includes a non-circumvention clause that prohibits the employee from working with the company's business associates, clients, and other third-party vendors introduced by the company for a period of two (2) years after the termination of the agreement.

The agreement template includes a non-solicitation clause that prohibits the employee from soliciting work or providing services to the company's clients or attempting to influence the company's employees to terminate their employment for a period of two (2) years after the termination of the agreement.