Connecticut employee nda template

Connecticut Employee Nondisclosure Agreement

This Connecticut Employee Nondisclosure Agreement (this "Agreement") is made and effective as of this [Date],

BETWEEN:

[Company Name], a [State] corporation with its principal place of business at [Company Address] ("Company"),

AND

[Employee Name], residing at [Employee Address] ("Employee").

WHEREAS, Employee is employed by or providing services to Company in the position of [Employee Position] at [Workplace Location in Connecticut]; and

WHEREAS, in connection with Employee’s employment or service, Employee will have access to Confidential Information (as defined below) belonging to Company.

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 of Company that is not generally known to the public and that Company treats as confidential or proprietary, including, but not limited to:

• Option A: Business plans, strategies, and forecasts.
• Option B: Trade secrets as defined under Connecticut's Uniform Trade Secrets Act (CUTSA).
• Option C: Proprietary technology, software, and hardware.
• Option D: Financial data, including but not limited to bank account information, balance sheets, and payroll records.
• Option E: Customer lists, supplier lists, and related information.
• Option F: Marketing strategies, sales data, and pricing information.
• Option G: Research and development data, experimental results, and testing procedures.
• Option H: Software code, algorithms, and related documentation.
• Option I: Internal policies, procedures, and training materials.
• Option J: Product designs, specifications, and prototypes.
• Option K: Inventions, patents, patent applications, and other intellectual property.
• Option L: Processes, methods, know-how, and other trade secrets.
• Option M: Any other non-public information relating to Company's business, whether in written, oral, electronic, or any other form.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Option A: Is or becomes generally available to the public other than as a result of a disclosure by Employee or any other person in violation of this Agreement.
• Option B: Was already lawfully in Employee’s possession prior to its disclosure by Company.
• Option C: Is rightfully received by Employee from a third party who is not under any obligation of confidentiality to Company.
• Option D: Is required to be disclosed pursuant to a mandatory law, subpoena, or government order, provided that Employee provides prompt written notice to Company (to the extent legally permissible) so that Company may seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

Employee agrees to the following:

• Option A: To use Confidential Information solely for the purpose of performing Employee’s job duties for Company within Connecticut.
• Option B: To access Confidential Information only to the minimum extent necessary to perform Employee's job duties.
• Option C: Not to disclose, sell, transfer, or otherwise make available Confidential Information to any third party without Company’s prior written consent.
• Option D: Not to use Confidential Information for personal gain, outside activities, or for the benefit of any other person or entity other than Company.

4. Protection of Confidential Information

Employee agrees to:

• Option A: Use reasonable and industry-appropriate measures to protect the confidentiality of the Confidential Information, which measures shall be no less protective than those Employee uses to protect Employee’s own confidential information. This includes management of physical, digital, and remote storage/access.
• Option B: Adhere to Company’s password and encryption requirements.
• Option C: Comply with Company's restricted access protocols and security policies.
• Option D: Exercise caution when using email or other electronic communications outside of Company’s premises.
• Option E: Immediately notify Company if Employee becomes aware of any actual or suspected breach, unauthorized disclosure, data loss, or wrongful use of Confidential Information, and to fully cooperate with Company in any investigation related thereto. Contact [Reporting Contact Name] at [Reporting Contact Email] or [Reporting Contact Phone Number].

5. Duration of Confidentiality Obligations

Employee’s obligations under this Agreement shall:

• Option A: Continue only during Employee's employment with Company.
• Option B: Continue during Employee’s employment with Company and for a period of [Number] years following the termination of Employee’s employment.
• Option C: Continue indefinitely with respect to Confidential Information that qualifies as a trade secret under Connecticut's Uniform Trade Secrets Act (CUTSA).

6. Return of Confidential Information

Upon termination of Employee’s employment or upon Company’s request, Employee shall:

• Option A: Promptly return to Company all Confidential Information, including all copies thereof, in Employee’s possession or control.
• Option B: At Company’s election, either return or certify in writing the destruction of all Confidential Information, including all copies thereof, in Employee’s possession or control. This includes all materials, files, device access credentials, and derivative notes or documents created by the employee.

7. Remedies for Breach

Employee acknowledges that a breach of this Agreement may cause irreparable harm to Company. Therefore, Company shall be entitled to:

• Option A: Injunctive relief to prevent or restrain any further breach of this Agreement.
• Option B: Recover actual and consequential damages incurred as a result of the breach.
• Option C: Recover reasonable attorney’s fees and costs incurred in enforcing this Agreement, to the extent permitted by Connecticut law.
• Option D: Liquidated damages in the amount of [Dollar Amount], provided such amount is deemed reasonable and not a penalty under Connecticut law.

8. Whistleblower Protection

Nothing in this Agreement shall prohibit Employee from:

• Option A: Reporting possible violations of law to any governmental agency or entity, including making disclosures that are protected under the whistleblower provisions of the Defend Trade Secrets Act of 2016 and any applicable Connecticut whistleblower statute.
• Option B: Disclosing trade secrets to Employee's attorney or to a government official solely for the purpose of reporting or investigating a suspected violation of law.

Employee will not be retaliated against for any lawful whistleblowing activity protected under Connecticut General Statutes.

9. Connecticut Mandatory Notices

Pursuant to Section 31-50b of the Connecticut General Statutes:

• Option A: This Agreement does not prevent Employee from disclosing information about Employee's wages, hours, or other terms and conditions of employment.
• Option B: This Agreement does not prevent Employee from cooperating with or participating in any government investigation.
• Option C: Nothing in this agreement restricts an employee’s rights protected by law, including discussion of wages, compliance with government investigations, or exercising rights under labor laws.

10. Non-Compete/Non-Solicitation Clarification

• Option A: This Agreement is not a non-compete agreement.
• Option B: If this Agreement contains a non-solicitation or non-recruitment clause, Employee acknowledges and agrees that such clause is reasonable in scope, geography, and duration, and is necessary to protect Company’s legitimate business interests, in accordance with Connecticut law and case law.

11. Severability

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.

12. Entire Agreement

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.

13. Amendment

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

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Connecticut, unless the parties mutually agree to resolve the dispute through arbitration per Connecticut statutes.

15. Signatures

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

____________________________
[Company Name]

By: [Name of Signatory]

Title: [Title of Signatory]

____________________________
[Employee Name]

Employee