Delaware employee nda template

Delaware Employee Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made and effective as of this [Date],

BETWEEN:

[Employer Legal Name], a Delaware [Corporation/LLC] with its principal place of business at [Employer Address], Delaware (“Employer”),

AND:

[Employee Full Legal Name], residing at [Employee Address] (“Employee”).

RECITALS

A. Employer is engaged in the business of [Description of Employer's Business].

B. Employee is employed by Employer in the position of [Employee Job Title] and, in that capacity, will have access to Confidential Information (as defined below) belonging to Employer.

C. Employer desires to protect its Confidential Information from unauthorized use and disclosure.

D. Employee acknowledges that access to Confidential Information is essential to Employee's job duties.

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 or on behalf of Employer to Employee, directly or indirectly, whether orally, visually, electronically, or in writing, that is not generally known to the public, including but not limited to:

• Proprietary business information, including but not limited to costs, profits, markets, sales, forecasts, and customer lists.
• Client data.
• Marketing plans.
• Supply chain data.
• Technology and software details.
• Processes.
• Financial statements.
• Unpublished business strategies.
• Personnel records (subject to Delaware employment laws).
• Research data.
• Technical drawings.
• Pricing structures.
• Partner and supplier agreements.
• Project timelines.
• Inventions.
• Know-how.
• Trade secrets as defined under the Delaware Uniform Trade Secrets Act (DUTSA).
• Any information designated as confidential in writing.
• Information orally confirmed in writing as confidential.
• Information identified as confidential by practice.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is lawfully in the public domain through no fault of Employee.
• Is received by Employee from a third party without breach of any obligation of confidentiality.
• Was already known by Employee prior to its disclosure by Employer, as evidenced by Employee's written records.
• Is independently developed by Employee without the use of Employer’s Confidential Information or resources.
• Is required to be disclosed by law, regulation, or court order, provided that Employee provides Employer with prompt written notice of such requirement and an opportunity to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

• Employee shall use the Confidential Information solely for the purpose of performing Employee's job duties for Employer.
• Employee shall not disclose the Confidential Information to any third party, either directly or indirectly, without Employer's prior written consent.
• Employee shall not use the Confidential Information for personal gain or for the benefit of any third party.

4. Security Measures

• Employee shall implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, including but not limited to:
  • Password protection.
  • Physical safeguards.
  • Restricted access protocols.
  • Secure transmission (such as encryption).
  • Controlled copying.

5. Notification of Breach

• Employee shall immediately notify Employer upon discovery or suspicion of any breach of this Agreement, unauthorized disclosure of Confidential Information, or loss of Confidential Information.
• Employee shall cooperate with Employer in any investigation or remedial action relating to such breach, disclosure, or loss.

6. Term

• This Agreement shall be effective as of the Effective Date and shall continue in effect during Employee's employment with Employer.
  • Option A: This Agreement shall continue for a period of [Number] years after the termination of Employee's employment.
  • Option B: With respect to trade secrets as defined under the Delaware Uniform Trade Secrets Act (DUTSA), this Agreement shall continue perpetually after the termination of Employee's employment.

7. Return of Confidential Information

• Upon termination of Employee's employment, or upon Employer's written request, Employee shall promptly return to Employer all Confidential Information in Employee's possession or control, including all copies, summaries, and extracts thereof, in whatever form.
  • Option A: In lieu of returning such information, Employee may, at Employer's option, certify in writing to Employer that all such Confidential Information has been permanently destroyed.
  • Employee shall remove all Confidential Information from any personal devices and storage media.

8. Remedies

• Employee acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Employer for which monetary damages would be inadequate.
• Employer shall be entitled to seek injunctive relief and other equitable remedies, including specific performance, in addition to any other remedies available at law or in equity in the Superior Court or Court of Chancery of the State of Delaware.
• Employer shall be entitled to recover its reasonable attorneys' fees and costs incurred in enforcing this Agreement.

9. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Superior Court or Court of Chancery of the State of Delaware, and the parties hereby consent to the jurisdiction of such courts.

10. Relationship to Other Agreements

• This Agreement is separate from and does not restrict Employee’s lawful post-employment competition except to the extent such competition would involve the use or disclosure of Confidential Information.
• This Agreement does not modify Employee’s at-will employment status, except as necessary to enforce the terms of confidentiality outlined herein. Nothing in this Agreement guarantees employment for any fixed period.

11. Prior Agreements

• Employee certifies that they are not restricted by any pre-existing confidentiality agreements with third parties that would conflict with Employee’s obligations under this Agreement.

12. Whistleblower Protection

• Nothing in this Agreement shall be construed to prohibit Employee from reporting possible violations of law to any governmental agency or entity, including but not limited to the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or the Delaware Department of Justice.

13. Required Disclosures

• Employee is authorized to disclose Confidential Information if required by law, regulation, or court order, provided that Employee gives Employer prompt written notice of such requirement (to the extent legally permissible) and cooperates with Employer in seeking a protective order or other appropriate relief.

14. Severability

• If any provision of this Agreement is held to be invalid or unenforceable under Delaware law, such provision shall be struck and the remaining provisions shall remain in full force and effect.
  • Option A: If any provision is determined to be overly broad, the court shall modify the provision to make it enforceable to the maximum extent permitted by Delaware law (i.e., “blue pencil” provision).

15. 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.
• This Agreement may be amended only by a writing signed by both parties.

16. Acknowledgement

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

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

____________________________

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

Address: [Employer Address]

____________________________

[Employee Full Legal Name]

Address: [Employee Address]