Idaho employee nda template

Idaho Employee Nondisclosure Agreement

This Nondisclosure Agreement ("Agreement") is made and effective as of [Effective Date], by and between [Employer Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] ("Employer"), and [Employee Full Legal Name], residing at [Employee Address] ("Employee").

The Employee's employment with Employer commenced on [Employment Start Date] (if different than effective date).

Definition of Confidential Information

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, whether orally, in writing, electronically, or in any other form, that relates to Employer's business, including but not limited to: trade secrets as defined by Idaho Code § 48-801(5), business plans, technical data, proprietary processes, know-how, pricing information, customer and supplier identities, financial documents, marketing strategies, employee data, and all information disclosed in written, verbal, electronic, or other forms during employment.

Option B: "Confidential Information" means all non-public information relating to the Employer that has or could have commercial value or other utility in the business in which the Employer is engaged. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Employer, whether or not such information is identified as Confidential Information.

Exclusions from Confidentiality

Information that is or becomes publicly known through no wrongful act of Employee.

Information lawfully received from a third party without restriction on disclosure.

Information already known to Employee prior to its disclosure by Employer, without a breach of any obligation to Employer.

Information required to be disclosed by law, regulation, subpoena, or court order, provided that Employee provides Employer with prompt written notice of such requirement before disclosure, to allow Employer to seek a protective order or other appropriate remedy, unless such notice is prohibited by law.

Authorized Use and Disclosure

Employee shall use Confidential Information solely for the purpose of performing Employee's job duties as outlined in Employee's job description.

Employee shall not use Confidential Information for personal gain or for the benefit of any competitor of Employer.

Employee shall not directly or indirectly disclose, copy, distribute, or exploit Confidential Information outside the employment relationship.

Duty of Care

Employee shall exercise at least reasonable care, consistent with the Idaho Uniform Trade Secrets Act standard of "reasonable steps under the circumstances," to protect the confidentiality of Confidential Information.

This includes, but is not limited to, physical security, secure electronic access, written or digital logging of information access, and prohibition of unsecured transmission.

Confidentiality Period

Option A: This Agreement shall remain in effect during Employee's employment with Employer and for a period of two (2) years following the termination of Employee's employment.

Option B: This Agreement shall remain in effect during Employee's employment with Employer. With respect to trade secrets, as defined under Idaho Code § 48-801(5), the obligations of this agreement shall continue for as long as such information remains a trade secret under applicable law.

Return or Destruction of Materials

Upon termination of employment or upon Employer's request, Employee shall promptly return to Employer all Confidential Information, including electronic files, devices, and derivative materials, or certify its destruction in writing.

Notification of Breach

Employee shall immediately notify Employer of any suspected or actual breach of this Agreement, unauthorized disclosure of Confidential Information, or data loss incident.

Employee shall cooperate with Employer in any incident response, investigation, and mitigation efforts.

Remedies for Breach

Employee acknowledges that a breach of this Agreement may cause irreparable harm to Employer for which monetary damages may be inadequate.

Employer shall be entitled to seek injunctive relief to prevent or restrain any violation of this Agreement, in addition to any other remedies available at law or equity, including monetary damages, liquidated damages if enforceable under Idaho law, and payment of attorney fees and costs as allowed by Idaho law.

Non-Waiver

No failure or delay by Employer in exercising any right under this Agreement shall operate as a waiver of that right.

Assignment and Successors

Employee may not assign Employee's obligations under this Agreement. Employer may assign its rights and obligations under this agreement. This agreement will ensure to the benefit of Employer, its successors and assigns.

Severability

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

Governing Law and Venue

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

Exclusive venue and jurisdiction for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Idaho.

Non-Competition and Non-Solicitation Disclaimer

This Agreement is not a non-compete or non-solicitation agreement.

The confidentiality obligations of this Agreement do not prevent Employee from working in Employee's field after leaving Employer, consistent with Idaho Code § 44-2701 et seq.

This Agreement does not restrict Employee's whistleblower rights, protected activities, or legal reporting obligations.

Compliance with Laws

This Agreement is intended to comply with all applicable Idaho and federal data protection, intellectual property, whistleblower, and fair employment laws.

Nothing in this agreement prohibits the employee from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employee does not need the prior authorization of the Employer to make any such reports or disclosures, and Employee is not required to notify Employer that Employee has made such reports or disclosures.

Disclosure to Law Enforcement/Regulators

Nothing in this agreement is intended to prevent employee from disclosing otherwise confidential information to law enforcement or regulators as protected by law.

Independent Review

Employee acknowledges that Employee has had the opportunity to review this Agreement with legal counsel prior to signing.

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

____________________________

[Employer Full Legal Name]

By: [Employer Authorized Representative Name]

Title: [Employer Authorized Representative Title]

Date: _______________

____________________________

[Employee Full Legal Name]

Date: _______________

Optional Idaho Notary Acknowledgment:

State of Idaho )

County of )

On this day of , 20, before me, a notary public in and for said state, personally appeared and , known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same.

_________________________

Notary Public

My commission expires:

Modification:

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.