Alabama employee nda template

Alabama Employee Nondisclosure Agreement

This Alabama Employee Nondisclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Signing], by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

Effective Date: [Effective Date of Agreement]

1. Purpose

This Agreement is intended to protect the Employer’s Confidential Information (as defined below).

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all information of Employer that is not generally known to the public and that Employer treats as confidential, proprietary or trade secret, including, but not limited to:

• Option A: All information relating to the Employer’s business.
• Option B: The following specific categories:
  • Business methods.
  • Trade secrets as defined under the Alabama Trade Secrets Act.
  • Proprietary software or code.
  • Pricing methods.
  • Strategy documents.
  • Payroll information.
  • Business plans.
  • Customer and vendor lists, including information about Alabama-based clients/vendors.
  • Marketing strategies.
  • Unpublished financial data.
  • Intellectual property.
  • Research documents.
  • Data (including electronic records).
  • Any other sensitive or unique operational details.

3. Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Option A: Is or becomes publicly available other than as a result of a disclosure by Employee.
• Option B:
  • Is already public knowledge.
  • Was previously known by Employee without breach of any duty to Employer.
  • Is independently developed by Employee outside of work and without reference to Employer’s materials.
  • Is lawfully obtained from a non-confidential source.
  • Is required to be disclosed by law, regulation, or court order; provided that Employee provides Employer with prompt notice of such requirement to allow Employer to seek a protective order or other appropriate remedy (to the extent permitted by law).

4. Use and Disclosure Restrictions

Employee agrees as follows:

• Option A: Employee shall only use the Confidential Information for the benefit of Employer.
• Option B:
  • Employee shall use the Confidential Information solely for the purpose of performing Employee’s job duties for Employer.
  • Employee shall not use the Confidential Information for Employee’s own benefit or the benefit of any third party.
  • Employee shall not directly or indirectly disclose, duplicate, transfer, publish, or sell any Confidential Information to any third party, either during or after employment with Employer.

5. Protection of Confidential Information

Employee agrees to protect the confidentiality of the Confidential Information.

• Option A: Employee shall take all reasonable steps to protect the confidentiality of the Confidential Information.
• Option B:
  • Employee shall take reasonable steps in line with Alabama industry standards to prevent unauthorized access to the Confidential Information, including physical and electronic security measures.
  • Employee agrees to adhere to Employer’s policies regarding the use of personal devices and the handling of both hardcopy and digital records.

6. Duration of Confidentiality Obligations

Employee’s obligations under this Agreement shall continue:

• Option A: Throughout Employee’s employment with Employer and thereafter.
• Option B:
  • Throughout Employee’s employment with Employer.
  • For a period of [Number] years after termination of Employee’s employment with Employer for standard confidential information.
  • Indefinitely for information that constitutes a trade secret under the Alabama Trade Secrets Act.

7. Return of Materials

Upon termination of Employee’s employment, resignation, or written demand by Employer, Employee shall promptly:

• Option A: Return all Confidential Information to Employer.
• Option B:
  • Return, delete, or certify the destruction of all Employer property and Confidential Information, including all originals and copies, in any form.

8. Notification of Breach

Employee shall immediately notify Employer:

• Option A: In the event of any actual or suspected breach of this Agreement.
• Option B: In the event of any actual or suspected breach, loss, theft, or unauthorized access to Confidential Information. Employee shall fully cooperate with and assist Employer in all necessary remedial or legal actions.

9. Remedies

In the event of a breach of this Agreement, Employer shall be entitled to:

• Option A: All available legal and equitable remedies.
• Option B:
  • Compensation for all actual and foreseeable damages.
  • Specific performance, including injunctive relief.
  • Liquidated damages, if permissible under Alabama law.
  • Recovery of attorney’s fees and costs.
  • Employer's remedies hereunder are cumulative and the exercise of one shall not waive any other right or remedy.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.

• Option A: Any legal action arising out of this Agreement shall be brought in a court of competent jurisdiction in Alabama.
• Option B:
  • Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [Name of County] County, Alabama.
  • Option 1: The parties agree to attempt to resolve any dispute through negotiation or mediation before initiating legal proceedings.
  • Option 2: Any dispute arising under or relating to this agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be [City, Alabama].

11. Whistleblower Protection

Nothing in this Agreement shall be construed to:

• Option A: Prohibit Employee from reporting violations of law to any governmental agency.
• Option B:
  • Prohibit Employee from reporting violations of law to any governmental agency or participating in any investigation conducted by a governmental agency, as protected under federal and Alabama statutes.

12. Independent Enforceability

This Agreement is:

• Option A: Enforceable independently of any other agreements between Employer and Employee.
• Option B: Enforceable independently of any non-compete or non-solicitation provisions that may exist between Employer and Employee.

13. Compliance with Laws

Employee shall at all times comply with:

• Option A: All applicable laws and regulations.
• Option B: The Alabama Trade Secrets Act, and any other relevant industry or federal regulations (e.g., HIPAA, GLBA, if applicable).

14. Amendment

This Agreement may be amended:

• Option A: Only by a written instrument signed by both parties.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable:

• Option A: The remaining provisions shall remain in full force and effect.
• Option B: The invalid or unenforceable provision shall be construed to the extent that it is enforceable under Alabama law.

16. Binding Effect

This Agreement shall be binding upon and inure to the benefit of:

• Option A: The parties hereto and their respective successors and assigns.

17. Acknowledgment

Employee acknowledges that:

• Option A: Employee has read and understands this Agreement.
• Option B:
  • Employee has carefully read this Agreement and fully understands its terms.
  • Employee is entering into this Agreement voluntarily.
  • Employee has been given the opportunity to consult with an attorney regarding this Agreement.
  • Employee acknowledges the importance of maintaining the confidentiality of Employer’s Confidential Information, especially considering the access provided during onboarding, offboarding, and any relevant workplace confidentiality training.

18. Additional Elements (Industry Specific)

[If applicable, embed any additional elements required by specific Alabama industry regulations relevant to the Employer such as financial, legal, healthcare, or technology sectors. For example, for healthcare:] Employee acknowledges that they have received training on HIPAA regulations and will comply with all applicable provisions in the handling of patient information.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________
[Employer Representative Name]

[Employer Representative Title]

[Employer Legal Name]

____________________________
[Employee Legal Name]