California employee nda template

California Employee Non-Disclosure Agreement (NDA)

This Agreement is made and entered into as of [Date], by and between [Employer Name], a [State] [Entity Type, e.g., Corporation], with its principal place of business at [Employer Address] ("Employer"), and [Employee Name], residing at [Employee Address] ("Employee").

Recitals:

Employer possesses certain Confidential Information (as defined below) that is valuable and proprietary. Employee’s employment with Employer will involve access to and use of such Confidential Information. Therefore, in consideration of the employment offered and accepted, the parties agree as follows:

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information of Employer or its affiliates that is not generally known to the public, including but not limited to: Inventions (whether patentable or not), know-how, trade secrets, business plans, product roadmaps, financial information, operational manuals, source code, algorithms, processes, pricing, marketing materials, user data, employee data, partner relationships, customer lists, supplier lists, strategic discussions, and work product developed during employment.

Option B: "Confidential Information" includes, but is not limited to, any information relating to Employer’s: (i) current, future, and proposed products and services; (ii) research and development; (iii) trade secrets, know-how, data, and other proprietary information; (iv) customers, suppliers, and business partners; (v) financial information, sales data, and pricing strategies; (vi) employee information; (vii) operational methods and procedures; and (viii) any other information that Employer treats as confidential.

Option C: Project-Specific Definition: For the purposes of this agreement, confidential information is specifically inclusive of information related to Project [Project Name], and includes, but is not limited to, [List of specific project information considered confidential].

2. Exclusions from Confidential Information

Option A: The obligations under this Agreement will not apply to information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Employee in violation of this Agreement; (ii) was already known to Employee prior to its disclosure by Employer, as evidenced by Employee’s written records; (iii) is lawfully received by Employee from a third party who is not bound by any confidentiality obligation to Employer; (iv) is independently developed by Employee without use of or reference to Employer’s Confidential Information, as evidenced by Employee’s written records; or (v) is required to be disclosed by law, regulation, or court order, provided that Employee gives Employer reasonable notice of such requirement and a reasonable opportunity to contest such disclosure (to the extent legally permissible).

Option B: The obligations under this Agreement will not apply to: (i) Information already publicly available at the time of disclosure, through no fault of the Employee; (ii) Information the Employee can document was rightfully in their possession before disclosure by the Employer; (iii) Information lawfully obtained by the Employee from an independent third party without restriction; (iv) Information independently developed by Employee without reliance on Employer’s Confidential Information.

Option C: Legal Requirement Exception: In the event Employee is required by law to disclose any Confidential Information, Employee shall provide Employer with prompt written notice so that Employer may seek a protective order or other appropriate remedy.

3. Use and Disclosure of Confidential Information

Option A: Employee agrees to use the Confidential Information solely for the benefit of Employer and solely as required to perform Employee’s duties for Employer. Employee shall not disclose the Confidential Information to any third party without Employer’s prior written consent.

Option B: Employee shall not use the Confidential Information for any purpose other than the performance of Employee's duties to Employer. Employee agrees not to disclose Confidential Information to any unauthorized third party.

Option C: Limited Access: Employee is authorized to access only that Confidential Information strictly necessary for the performance of their assigned tasks as [Employee Job Title]. All access is subject to regular audits and security protocols of Employer.

4. Security and Safeguards

Option A: Employee will take all reasonable steps to protect the confidentiality of the Confidential Information, including, without limitation, storing it in a secure location, limiting access to those individuals with a need to know, and complying with all of Employer’s security policies and procedures.

Option B: Employee shall protect the confidentiality of Employer’s Confidential Information with at least the same degree of care as Employee uses to protect Employee’s own confidential information, but in no event less than a reasonable degree of care.

Option C: Data Security Protocol: Employee agrees to abide by all Employer data security policies, including, but not limited to, secure password practices, encryption of sensitive data, and adherence to firewalls and anti-virus measures as well as reporting security breaches and any suspicious activities.

5. Reporting Unauthorized Disclosures

Option A: Employee shall immediately notify Employer in writing of any unauthorized use or disclosure of the Confidential Information, or any other breach of this Agreement.

Option B: Employee shall immediately report to [Designated Contact Person and Title] any actual or suspected breach of this NDA, including, but not limited to, loss, theft or unauthorized access of any confidential information.

Option C: Reporting Procedure: Any suspected unauthorized use or disclosure must be reported within [Number] hours to Employer with a full written explanation of circumstances and steps being taken to mitigate damage from unauthorized disclosure.

6. Return of Confidential Information

Option A: Upon termination of Employee’s employment, or at any time upon Employer’s request, Employee will promptly return to Employer all Confidential Information in Employee’s possession or control, including all copies thereof, in whatever form.

Option B: Upon termination of employment, Employee agrees to immediately return all Confidential Information in physical or electronic form. Employee will provide a written certification that all Confidential Information has been returned or destroyed.

Option C: Destruction Option: At the direction of Employer, Employee shall either return or destroy all Confidential Information, and provide certification of such destruction.

7. Term

Option A: The obligations of confidentiality under this Agreement will continue for a period of [Number] years following the termination of Employee’s employment.

Option B: The obligations of confidentiality under this Agreement relating to trade secrets will continue for as long as such information qualifies as a trade secret under applicable law. Other confidential information will be protected for a period of [Number] years following the termination of Employee's employment.

Option C: Perpetual Protection of Trade Secrets: This agreement extends in perpetuity to the protection of information defined as trade secrets by California Law. All other confidential information covered herein will be subject to a term of [Number] years following the termination of employment.

8. California Labor Code Section 2870

Option A: Nothing in this Agreement shall be construed to prevent Employee from assigning or licensing inventions that Employee developed entirely on Employee’s own time without using Employer’s equipment, supplies, facilities, or trade secret information, except for those inventions that either (1) relate at the time of conception or reduction to practice of the invention to Employer’s business, or actual or demonstrably anticipated research or development of Employer; or (2) result from any work performed by Employee for Employer.

Option B: This Agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer at the time the invention is conceived or reduced to practice or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.

Option C: Employee Rights Acknowledgment: Employer recognizes and agrees that this agreement does not impact employee rights per California Labor Code Section 2870 regarding inventions made outside of employment scope.

9. No Restriction on Whistleblowing

Option A: Nothing in this Agreement shall prohibit Employee from reporting possible violations of law to governmental authorities.

Option B: Nothing in this Agreement restricts Employee from reporting potential violations of law to any governmental agency or entity, or from participating in any investigation conducted by such agency or entity.

Option C: Legally Protected Activities: Employee is free to report potential illegal activity to government agencies and participate in associated investigations.

10. Non-Compete

Option A: The parties acknowledge that California law prohibits non-compete agreements and that this Agreement is not intended to be a non-compete agreement.

Option B: This agreement does not restrict Employee’s right to work in any capacity after termination of employment. California Business and Professions Code Section 16600 renders non-compete agreements unenforceable in most circumstances.

Option C: California Law Prevails: This agreement is not a non-compete, and any interpretation implying such restriction shall be voided in consideration of California law prohibiting employee non-compete agreements.

11. Remedies for Breach

Option A: Employee acknowledges that any breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be inadequate. Employer shall be entitled to injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

Option B: Employer shall be entitled to injunctive relief and monetary damages, including reasonable attorneys’ fees and costs, for any violation of this Agreement by Employee.

Option C: Liquidated Damages: Due to the difficulty in determining actual damages, Employee agrees to pay Employer liquidated damages of [Dollar Amount] in the event of a material breach of confidentiality under this agreement.

12. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [County Name] County, California, in accordance with the rules of the American Arbitration Association. The laws of the State of California shall govern this Agreement.

Option B: Any dispute arising under this agreement shall be subject to mediation before resorting to binding arbitration. Mediation to occur in [City, CA], per the rules of [Mediation Service]. In the event of failure of mediation, binding arbitration will proceed according to California law.

Option C: Choice of Law and Forum: This agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Exclusive venue and jurisdiction for any legal action arising out of or relating to this agreement shall be in [County] County, California.

13. Severability

Option A: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Option B: Should any provision of this Agreement be declared unenforceable, the other provisions shall remain in full effect. The parties shall attempt to renegotiate a replacement provision reflecting their original intent.

14. Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Option B: This Agreement represents the full understanding between Employer and Employee regarding confidential information, superceding all previous agreements pertaining to same.

15. Amendment

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Any modifications to this Agreement must be explicitly put into writing, and signed and dated by both Employer and Employee to be enforceable.

16. Acknowledgement

Option A: Employee acknowledges that Employee has read this Agreement, understands it, and agrees to be bound by its terms.

Option B: Employee's Signature below indicates complete understanding and acceptance of all terms in this Non-Disclosure Agreement.

17. Industry Specific Clauses [Optional]

If applicable, insert industry-specific clauses, e.g., regarding CCPA, HIPAA, etc.

18. Periodic Reaffirmation

Option A: Employer may require periodic (e.g., annual) reaffirmation of this NDA, evidenced by Employee's signature.

19. Employee Contact Information

Employee Email: [Employee Email]

Employee Phone: [Employee Phone]

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

____________________________

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

____________________________

[Employee Name]

Title: [Employee Job Title]