Georgia employee nda template

Georgia Employee Non-Disclosure Agreement

This Georgia Employee Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Date], by and between [Employer Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

1. Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, or otherwise learned by Employee during the course of employment, that is not generally known to the public, including, but not limited to:

• Business plans, strategies, and forecasts
• Financial records, data, and projections
• Pricing strategies, cost data, and profit margins
• Customer lists, contact information, and customer preferences
• Supplier agreements, pricing, and contact information
• Employee and contractor information, including salaries and benefits
• Proprietary processes, formulas, and methods
• Technical know-how, trade secrets, and inventions
• Software source code, object code, and documentation
• Research and development data, experimental results, and testing procedures
• Marketing materials, advertising campaigns, and promotional strategies
• Internal policies, procedures, and training manuals
• Any information in written, oral, digital, or other tangible/intangible forms supplied or accessed in connection with employment.

Option B: "Confidential Information" means any and all information designated as confidential by Employer, or which a reasonable person would understand to be confidential, considering the circumstances surrounding disclosure. It includes, but is not limited to:

• Information concerning Employer's products, services, customers, suppliers, or employees.
• Information concerning Employer's business operations, plans, or strategies.
• Information concerning Employer's technology, intellectual property, or trade secrets.

2. Exclusions from Confidential Information

Option A: This Agreement does not apply to information that:

• Is already publicly known at the time of disclosure.
• Is lawfully obtained from a third party without a duty of confidentiality.
• Is independently developed by Employee without any reference to Employer's Confidential Information.
• Is required to be disclosed by court order or applicable Georgia or federal law, provided Employee gives Employer prompt written notice (where legally permissible) to allow Employer to seek a protective order or other appropriate remedy.

Option B: The following information shall not be considered Confidential Information:

• Information that becomes generally available to the public through no fault of the Employee.
• Information rightfully received by the Employee from a third party who is not bound by any confidentiality obligation to the Employer.
• Information independently developed by the Employee without use of or reference to the Employer’s Confidential Information.

3. Use and Disclosure of Confidential Information

Option A: Employee agrees to use Confidential Information solely for the purpose of performing assigned employment duties for Employer. Employee shall not use Confidential Information for personal gain or for the benefit of any competing entity or third party.

Option B: Employee shall hold the Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of Employer. Employee may only use the Confidential Information to the extent necessary to perform Employee’s job duties for Employer.

4. Protection of Confidential Information

Option A: Employee shall exercise reasonable care, conforming to or exceeding Employer's internal policies and any industry-specific Georgia standards, to protect the confidentiality of Confidential Information, including:

• Securely storing Confidential Information.
• Restricting access to Confidential Information.
• Properly labeling Confidential Information as confidential.
• Controlling electronic transmission and replication of Confidential Information in compliance with Georgia’s cyber and data privacy regulations.

Option B: Employee agrees to safeguard the Confidential Information against unauthorized access, use, or disclosure using the same degree of care, but no less than a reasonable degree of care, that Employee uses to protect Employee’s own confidential information.

5. Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during Employee’s employment with Employer and for a period of [Number] years after termination of employment, except for trade secrets, for which the duty shall be perpetual as consistent with the Georgia Trade Secret Act.

Option B: The confidentiality obligations under this Agreement shall survive the termination of Employee’s employment with Employer indefinitely with respect to trade secrets as defined under Georgia law, and for [Number] years with respect to all other Confidential Information.

6. Return of Confidential Information

Option A: Upon termination of employment or Employer’s written request, Employee shall immediately return or certify the destruction of all documents or media containing Confidential Information. Acceptable evidence of destruction shall be [Specify acceptable evidence, e.g., a written statement from Employee].

Option B: Upon termination of Employee’s employment or at any time upon Employer’s request, Employee shall promptly return to Employer all documents and materials (including electronically stored information) containing or relating to the Confidential Information, and all copies thereof, in Employee’s possession or control.

7. Notification of Breach

Option A: Employee shall promptly notify Employer of any actual or suspected breach, unauthorized disclosure, or loss of Confidential Information and shall cooperate fully in any investigations, remediation, or litigation arising from such events.

Option B: Employee agrees to immediately notify Employer in writing if Employee becomes aware of any unauthorized use or disclosure of the Confidential Information.

8. Remedies for Breach

Option A: Employee acknowledges that unauthorized disclosure of Confidential Information will cause irreparable harm to Employer. In the event of a breach or threatened breach of this Agreement, Employer shall be entitled to damages and to seek equitable relief, including a temporary restraining order or permanent injunction, without the necessity of posting bond (to the extent permitted under Georgia law). Employer shall also be entitled to reimbursement of legal fees incurred in enforcing this Agreement and may forfeit certain post-employment benefits if allowed by state law.

Option B: Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate. Accordingly, Employer shall be entitled to injunctive relief to restrain Employee from any violation or threatened violation of this Agreement, in addition to any other remedies available at law or equity.

9. Whistleblower Protection

Option A: Nothing in this Agreement shall restrict Employee’s whistleblower rights or reporting to government authorities as permitted under federal and Georgia whistleblower and labor statutes.

Option B: Employee understands that this Agreement does not prohibit Employee from reporting possible violations of law to appropriate government agencies or from participating in investigations conducted by those agencies.

10. Governing Law and Dispute Resolution

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Venue and jurisdiction for any disputes arising under this Agreement shall be in the courts of [Georgia County] County, Georgia. The parties agree to first attempt to resolve any disputes through negotiation, then mediation, before resorting to litigation.

Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Georgia County] County, Georgia.

11. At-Will Employment

Option A: This Agreement does not alter the at-will employment relationship between Employer and Employee, unless otherwise stated in a separate, written employment agreement.

Option B: Employee acknowledges and agrees that Employee’s employment with Employer is at-will, and that this Agreement does not create any contractual rights to continued employment.

12. Restrictive Covenants

Option A: Any restrictive covenants, such as non-compete or non-solicitation agreements, are subject to separate agreement and must be reasonable in scope under the Georgia Restrictive Covenants Act.

Option B: The parties acknowledge that this Agreement does not contain any restrictive covenants, such as non-competition or non-solicitation provisions. Any such covenants shall be governed by a separate written agreement.

13. Employee Rights

Option A: Employee acknowledges that this Agreement does not limit Employee’s rights to discuss wages or working conditions as protected by the National Labor Relations Act and relevant Georgia regulations.

Option B: Nothing in this Agreement shall be construed to prevent Employee from engaging in protected concerted activity under the National Labor Relations Act.

14. Severability

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

Option B: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed in a manner consistent with the original intent of the parties.

15. Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties relating to Confidential Information and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Option B: 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. Amendment

Option A: Any amendment to this Agreement must be made in writing and signed by both parties.

Option B: This Agreement may be amended only by a written instrument signed by both Employer and Employee.

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]

____________________________
[Employee Legal Name]

Date: ____________________________