Iowa employee nda template

Iowa Employee Non-Disclosure Agreement

This Iowa Employee Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Signing], by and between [Employer Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

Employer Contact Information:

• Address: [Employer Address]
• Phone: [Employer Phone]
• Email: [Employer Email]

Employee Contact Information:

• Address: [Employee Address]
• Phone: [Employee Phone]
• Email: [Employee Email]

WHEREAS, Employer possesses certain Confidential Information (as defined below) which provides Employer with a competitive advantage; and

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

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

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 of Employer that is not generally known to the public and that gives Employer an advantage over competitors who do not know or use it, including but not limited to, trade secrets as defined by Iowa Code § 550.2, proprietary business strategies, technical data, processes, manufacturing methods, customer and vendor lists, pricing information, marketing plans, unpublished financial data, unreleased intellectual property, human resources data, software code, project documentation, business forecasts, regulatory filings, and any other information—whether written, oral, digital, visual, or otherwise—explicitly or implicitly disclosed due to employment.
• Option B: Confidential Information means any and all information related to Employer’s business, including, without limitation, [Specific categories of confidential information].

Exclusions from Confidential Information:

• Option A: The obligations under this Agreement shall not apply to information that:
  • Is or becomes generally available to the public other than as a result of a disclosure by Employee in violation of this Agreement;
  • Was already lawfully in Employee’s possession prior to its disclosure by Employer;
  • Is independently developed by Employee without reference to or use of the Confidential Information;
  • Is rightfully received by Employee from a third party who is not bound by any obligation of confidentiality to Employer; or
  • Is required to be disclosed pursuant to a valid order of a court or other governmental body, provided that Employee provides Employer with prompt written notice and makes a reasonable effort to limit the scope of such disclosure.
• Option B: Only the specific exceptions mentioned in [Section Number] above will exclude information from the definition of Confidential Information.

Permitted Use:

• Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee’s assigned duties for Employer’s benefit. Employee shall not use the Confidential Information for Employee’s own benefit or for the benefit of any third party, and shall not disclose the Confidential Information to any third party without the prior written consent of Employer.
• Option B: Employee may only use Confidential Information as explicitly instructed by [Job Title].

Protection of Confidential Information:

• Option A: Employee shall take all reasonable steps to protect the confidentiality of the Confidential Information, including, but not limited to:
  • Securing physical and electronic records containing Confidential Information;
  • Limiting access to Confidential Information to those employees who have a need to know such information in order to perform their duties for Employer;
  • Prohibiting the removal, transfer, or duplication of Confidential Information except as expressly authorized by Employer; and
  • Complying with Employer’s security policies and technological safeguards regarding the protection of Confidential Information.
• Option B: Employee shall adhere to the following security procedures when handling Confidential Information: [List of specific procedures].

Term and Termination:

• Option A: The obligations of confidentiality 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, except for trade secrets, for which the obligations shall continue perpetually in accordance with Iowa Code § 550.6.
• Option B: The confidentiality obligations in this NDA will terminate automatically upon [Specific event or date].

Return of Confidential Information:

• Option A: Upon the termination of Employee’s employment with Employer, or at any time upon Employer’s request, Employee shall immediately return to Employer all physical and electronic materials, devices, notes, and copies containing or derived from Confidential Information. Employee shall also delete any electronically stored Confidential Information from any personal devices, accounts, or cloud storage. Employee shall certify in writing compliance with this section.
• Option B: Employee is responsible for returning all Confidential Information within [Number] days of termination.

Reporting of Breaches:

• Option A: Employee shall immediately notify Employer if Employee becomes aware of any breach, unauthorized disclosure, loss, theft, or misuse of Confidential Information. Employee shall fully cooperate with Employer in investigating and mitigating any such breach.
• Option B: Any suspected breach must be reported to [Job Title] within [Number] hours of discovery.

Remedies:

• Option A: Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate. Employer shall be entitled to seek injunctive relief to prevent any further breach of this Agreement, in addition to any other remedies available at law or equity, including actual and consequential damages, statutory remedies for misappropriation of trade secrets under Iowa law, and attorney’s fees if permitted by statute. Employee understands that violating this agreement may result in disciplinary action, up to and including termination.
• Option B: Employer's remedies are limited to [Specific remedies].

Circumvention:

• Option A: Employee shall not attempt to circumvent any security measures implemented by Employer to protect the Confidential Information. Employee shall not use any third party to gain access to or disclose the Confidential Information.
• Option B: Using outside contractors to circumvent this NDA is strictly prohibited.

Defend Trade Secrets Act (DTSA) and Whistleblower Protection:

• Option A: Nothing in this Agreement shall be construed to prohibit Employee from reporting possible violations of federal or state law or regulation to any governmental agency or entity, including making disclosures that are protected under the whistleblower provisions of the Defend Trade Secrets Act of 2016 (DTSA). Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
• Option B: The Employer prohibits retaliation against whistleblowers.

Governing Law and Venue:

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles. The exclusive venue and jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Iowa.
• Option B: Any disputes will be settled by arbitration in [City, Iowa].

Notice:

• Option A: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service, addressed as follows:
  • If to Employer: [Employer Legal Name], [Employer Address]
  • If to Employee: [Employee Legal Name], [Employee Address]
• Option B: Only email communication to the addresses listed above is considered an official notice.

Severability:

• Option A: 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.
• Option B: Should any part of this agreement be deemed unenforceable, the remainder will still be binding.

Amendment:

• Option A: This Agreement may be amended only by a written instrument signed by both Employer and Employee. Unilateral modifications by the Employer are not retroactive without written consent.
• Option B: No amendments to this agreement are permitted.

Assignment:

• Option A: Employer may assign its rights and obligations under this Agreement. Employee may not assign Employee’s rights or obligations under this Agreement.
• Option B: This agreement is non-transferable.

Iowa Law Compliance:

• Option A: This Agreement shall be interpreted to maximize enforceability under Iowa law, including Iowa Code Chapter 550 (Uniform Trade Secrets Act) and other applicable Iowa employment laws and data protection standards. In the event of an inconsistency with Iowa law, this agreement will be interpreted to maximize enforceability.
• Option B: Any conflicts with Iowa law will be resolved in favor of Iowa law.

Entire Agreement:

• Option A: 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 NDA is supplementary to, not exclusive of, other company policies, handbooks, or agreements, and clarifies its application to all Iowa employment relationships, including full-time, part-time, contract, internship, and probationary arrangements.
• Option B: This NDA does not supersede any pre-existing agreements.

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

____________________________
[Employer Printed Name]

[Employer Title]

Date: ______________________

____________________________
[Employee Printed Name]

Date: ______________________

(Optional) Witness/Notary:

____________________________
[Witness/Notary Printed Name]

Date: ______________________