Illinois employee nda template

Illinois Employee Non-Disclosure Agreement

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

[Employer 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").

WHEREAS, Employer possesses certain Confidential Information (as defined below) which Employer desires to protect from unauthorized disclosure; and

WHEREAS, Employee's employment with Employer will require Employee to have access to and knowledge of such Confidential Information;

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

Definition of Confidential Information:

Option A: Confidential Information means any and all information disclosed by Employer to Employee, whether disclosed orally, visually, in writing, electronically, or in any other form, that relates to Employer's business, including but not limited to:

Proprietary technology, business plans, financial statements, pricing models, strategic documents, research data, customer and vendor lists, marketing strategies, employee data, manufacturing processes, software code, and unpublished intellectual property.

Option B: Confidential Information includes all non-public information related to Employer's business that a reasonable person would understand to be confidential, including but not limited to:

Product designs, formulas, compilations, programs, devices, methods, techniques, drawings, research data, financial data, or lists of actual or potential customers or suppliers.

Option C: Confidential Information includes any information designated as "Confidential" or which, under the circumstances surrounding disclosure, ought to be treated as confidential, including but not limited to:

Information concerning Employer’s current or prospective customers, employees, or business partners.

Exclusions from Confidentiality:

Option A: The obligations of confidentiality under this Agreement shall not apply to information that:

Was publicly known and generally available in the public domain at the time it was disclosed to Employee.

Becomes publicly known and generally available in the public domain after disclosure to Employee through no wrongful act or omission of Employee.

Was in Employee's lawful possession prior to its disclosure by Employer and was not acquired directly or indirectly from Employer under an obligation of confidentiality.

Is rightfully disclosed to Employee by a third party who is not bound by any obligation of confidentiality to Employer.

Is required to be disclosed by law, regulation, or court order, provided that Employee gives Employer prompt written notice of such requirement (to the extent legally permissible) and reasonably cooperates with Employer in seeking a protective order or other appropriate remedy.

Option B: The confidentiality obligations herein do not apply to information that:

Was independently developed by Employee without use of or reference to the Confidential Information. Employee bears the burden of proof of such independent development.

Is approved for release by written authorization from Employer.

Use and Disclosure Restrictions:

Option A: Employee agrees to use the Confidential Information solely for the benefit of Employer and solely in connection with Employee's employment with Employer. Employee shall not use the Confidential Information for any other purpose, including but not limited to:

Personal gain, outside employment, or use or disclosure to competitors of Employer. Employee shall not sell, transfer, or share the Confidential Information in any form to any unauthorized person or entity.

Option B: Employee shall hold the Confidential Information in strictest confidence and shall not disclose, publish, or otherwise make available such Confidential Information to any third party without the prior written consent of Employer.

Employee acknowledges that unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Employer.

Security Measures:

Option A: Employee shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure, in accordance with Illinois's Personal Information Protection Act (815 ILCS 530/). Such measures shall include, but are not limited to:

Controlled electronic access, physical security, password policies, encryption, secure storage, and limits on duplication or transmission.

Option B: Employee shall treat the Confidential Information with the same degree of care that Employee uses to protect Employee's own confidential information, but in no event less than a reasonable degree of care.

This includes maintaining secure passwords, properly securing physical documents, and safeguarding electronic files.

Reporting Obligations:

Option A: Employee shall promptly report to Employer any actual or suspected disclosure, breach, loss, unauthorized access, or misuse of Confidential Information. Employee shall cooperate fully with Employer in any investigation, mitigation, or remedial measures undertaken by Employer.

Option B: If Employee becomes aware of any unauthorized use or disclosure of the Confidential Information, Employee shall immediately notify Employer and take all reasonable steps to prevent further unauthorized use or disclosure.

Duration of Obligation:

Option A: The confidentiality obligations under this Agreement shall continue during Employee's employment with Employer and for a period of [Number] years following the termination of Employee's employment, regardless of the reason for termination.

Option B: With respect to trade secrets as defined under the Illinois Trade Secrets Act (765 ILCS 1065/), the confidentiality obligations under this Agreement shall continue indefinitely, for as long as the information remains a trade secret.

Return of Materials:

Option A: Upon termination of Employee's employment with Employer, or upon Employer's written request at any time, Employee shall promptly return to Employer all tangible and electronic materials containing Confidential Information, including all copies and extracts thereof. Employee shall not retain any copies or notes of the Confidential Information.

Option B: Upon termination, Employee shall certify in writing to Employer that Employee has returned or destroyed all Confidential Information and all copies thereof.

Protected Rights:

Nothing in this Agreement shall be construed to restrict Employee's rights under Illinois law to disclose information concerning unlawful employment practices, participate in whistleblower activities, or comply with requests from government agencies, as protected by the Illinois Workplace Transparency Act (820 ILCS 96/) and the federal Defend Trade Secrets Act whistleblower immunity provisions.

Enforceability:

The parties intend that this Agreement be enforceable to the fullest extent permitted by Illinois law. The parties agree that any provision of this Agreement found to be unenforceable shall be modified to the extent necessary to make it enforceable, or if it cannot be so modified, shall be deemed severed from this Agreement, and the remaining provisions shall remain in full force and effect. This agreement is narrowly tailored to protect Employer's legitimate business interests and is not intended to be a non-compete or non-solicitation agreement.

Remedies:

Option A: Employee acknowledges that any breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be inadequate. Employer shall be entitled to injunctive relief to prevent any further breach of this Agreement, in addition to any other remedies available at law or in equity.

Option B: In the event of a breach of this Agreement by Employee, Employer shall be entitled to recover from Employee all damages sustained by Employer as a result of the breach, including but not limited to, actual damages, lost profits, and reasonable attorneys' fees. Liquidated damages are set at [Dollar Amount], which represents a reasonable estimate of the harm caused by a breach.

Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Illinois, and each party consents to the jurisdiction of such courts.

No Employment Contract:

This Agreement is not an employment contract and does not guarantee Employee's continued employment with Employer. Employer may terminate Employee's employment at any time, with or without cause.

Amendments and Waivers:

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

Acknowledgment of Policies:

Employee acknowledges receipt of and agrees to comply with any relevant data privacy, IT security, and ethics policies currently in effect and as may be updated from time to time.

Severability:

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

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, between the parties with respect to such subject matter.

Employee acknowledges that Employee has read this Agreement, understands it, and voluntarily enters into it, with the opportunity to review or seek legal advice.

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

[Employer Legal Name]

By: [Employer Authorized Signatory Name]

Title: [Employer Title]

[Employee Full Legal Name]

Signature: ____________________________

Date: ____________________________