Colorado employee nda template

Colorado Employee Non-Disclosure Agreement

This Colorado Employee Non-Disclosure Agreement (the "Agreement") is made and effective as of [Effective Date] by and between:

• [Employer Legal Name], a [Employer Type, e.g., Corporation] with its principal place of business at [Employer Address], hereinafter referred to as "Disclosing Party," and
• [Employee Legal Name], residing at [Employee Address], and employed as [Employee Job Title] in the [Employee Department], hereinafter referred to as "Receiving Party."

Disclosing Party Contact Information:

• Address: [Employer Address]
• Phone: [Employer Phone Number]
• Email: [Employer Email]

Receiving Party Contact Information:

• Address: [Employee Address]
• Phone: [Employee Phone Number]
• Email: [Employee Email]

WHEREAS, Disclosing Party possesses certain confidential information that gives it a competitive advantage; and

WHEREAS, Receiving Party is employed by Disclosing Party and, in that capacity, will have access to such confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or by any other means, that is not generally known to the public and that relates to Disclosing Party’s business, including but not limited to:

• Business strategies and plans
• Trade secrets as defined by the Colorado Uniform Trade Secrets Act (CUTSA)
• Proprietary software, media, and source code
• Algorithms
• Customer and supplier lists
• Sales and marketing strategies
• Product development
• Invention disclosures
• R&D data
• Completed and pending patents
• Financial records and pricing models
• Human resource/personnel information
• Technical manuals and process documentation
• Internal policies

2. Exclusions from Confidentiality

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

• Is or becomes publicly available through no fault of Receiving Party.
• Was lawfully in Receiving Party’s possession prior to its disclosure by Disclosing Party.
• Is rightfully received by Receiving Party from a third party who is not under any obligation of confidentiality to Disclosing Party.
• Is required to be disclosed by law or valid legal process, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement and cooperates with Disclosing Party to obtain a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

Receiving Party agrees to:

• Use Confidential Information solely for the purpose of performing Receiving Party’s job duties for Disclosing Party.
• Not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.
• Protect the Confidential Information from unauthorized use, access, or disclosure in the same manner that Receiving Party protects its own confidential information of a similar nature, but in no event with less than reasonable care.
• Not use the Confidential Information for any personal benefit or for the benefit of any third party.

4. Safeguarding Confidential Information

Receiving Party shall:

• Store Confidential Information in a secure location.
• Control access to Confidential Information.
• Protect passwords and other access codes.
• Encrypt Confidential Information where appropriate.
• Refrain from reproducing, downloading, or remotely transferring Confidential Information without authorization.

5. Workplace Collaboration Tools, Remote Work, and Mobile Devices

Receiving Party agrees to comply with Disclosing Party’s policies regarding the use of workplace collaboration tools, remote work arrangements, and mobile devices, and to comply with all applicable Colorado and federal data privacy laws, including the Colorado Privacy Act (CPA). Receiving Party shall promptly report any suspected or actual data breach to Disclosing Party.

6. Ownership of Intellectual Property

All intellectual property rights and trade secrets developed, accessed, or disclosed during Receiving Party’s employment with Disclosing Party shall be the sole and exclusive property of Disclosing Party. Receiving Party hereby waives any and all claims to such rights.

7. Whistleblower Protection

Nothing in this Agreement shall be construed to prohibit Receiving Party from reporting possible violations of law to any governmental agency or entity, or from disclosing information protected by whistleblower laws.

8. Term of Confidentiality

The obligations under this Agreement shall commence upon the Effective Date and shall continue during Receiving Party’s employment with Disclosing Party and shall survive termination of employment for a period of:

• Option A: [Number] years.
• Option B: Perpetually, with respect to information that constitutes a trade secret as defined under CUTSA.

9. Return of Materials

Upon termination of employment or upon Disclosing Party’s earlier written request, Receiving Party shall promptly return to Disclosing Party all Confidential Information in any medium, or destroy it and certify its destruction in writing.

10. Notification of Breach

Receiving Party shall immediately notify Disclosing Party in writing of any actual or suspected breach of this Agreement, unauthorized disclosure of Confidential Information, or data loss, and shall cooperate fully with Disclosing Party in investigating and mitigating such breach.

11. Remedies

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

• Injunctive relief.
• Reimbursement of attorney’s fees and legal costs.
• Option A: Liquidated damages in the amount of [Dollar Amount], if permitted under Colorado law.

12. Employee Rights

Nothing in this Agreement prohibits Receiving Party from discussing their own working conditions or wages as protected by Colorado labor law.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Negotiation and mediation.
• Option B: Arbitration in accordance with the Colorado Uniform Arbitration Act, to be held in [City], Colorado.
• Option C: Judicial resolution in the state courts of Colorado, located in [County] County.

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

14. Acknowledgment

Receiving Party acknowledges that they have read and understand this Agreement in English. [Optional: Add "and Spanish" if a Spanish version is provided].

15. Severability, Waiver, and Entire Agreement

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision of this Agreement shall be effective unless in writing. 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.

16. Colorado State Contract Law

This Agreement conforms to all applicable Colorado state contract law requirements, including the Colorado Restrictive Employment Agreements Act, and is intended solely to protect legitimate protectable interests of Disclosing Party and does not unreasonably restrict Receiving Party’s mobility, subsequent employment, or right to work.

17. Type of Worker

This Agreement applies to Receiving Party in their capacity as a [Full-time, Part-time, At-will, Temporary] employee of Disclosing Party. This Agreement does not create an employment relationship with an independent contractor unless expressly stated otherwise.

18. Industry-Specific Regulations

[Optional Clause: If applicable, insert any industry-specific regulations, e.g., HIPAA for healthcare, FERPA for education, etc., and obligations to protect regulated data under applicable state or federal industry laws.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Employer Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Employee Legal Name]

Signature:

Date: