Maryland employee nda template

Maryland Employee Nondisclosure Agreement

This Nondisclosure Agreement ("Agreement") is made and entered into as of [Date], by and between [Employer Name], a [State of Incorporation] corporation with a principal place of business at [Employer Address, City, State, Zip Code], hereinafter referred to as "Employer," and [Employee Name], residing at [Employee Address, City, State, Zip Code], hereinafter referred to as "Employee."

WHEREAS, Employer possesses certain valuable confidential and proprietary information; and

WHEREAS, Employee will or may have access to such confidential and proprietary information during the course of their employment with Employer; and

WHEREAS, Employer and Employee desire to define the terms and conditions under which Employee will protect and maintain the confidentiality of such information.

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 Employer to Employee, or to which Employee has access, directly or indirectly, whether orally, visually, in writing, electronically, or by any other means, that is not generally known to the public, and that relates to Employer’s business, including, but not limited to:

• Business strategies, plans, and forecasts.
• Trade secrets, as defined under the Maryland Uniform Trade Secrets Act, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes that (i) derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) are the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
• Client and vendor information, including names, contact information, pricing, and contractual terms.
• Technical data, including designs, specifications, and inventions.
• Source code, software, and related documentation.
• Personnel records, including employee salaries, performance evaluations, and disciplinary actions.
• Marketing materials and strategies.
• Future business plans and product development.
• Proprietary training materials.
• Pricing data, cost information, and sales data.
• Legal and regulatory compliance documentation.
• Any other information that Employer identifies as confidential.

2. Exclusions from Confidential Information:

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.
• Is lawfully obtained by Employee from a third party who has the right to disclose it without any obligation of confidentiality.
• Is independently developed by Employee without use of or reference to the Confidential Information.
• Is required to be disclosed by law, regulation, or court order, provided that Employee gives Employer prompt written notice of such required disclosure to allow Employer to seek a protective order or other appropriate remedy (unless prohibited by law).

3. Defend Trade Secrets Act Notice:

Employee understands that nothing in this Agreement prevents Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employee does not need prior authorization from Employer to make such reports or disclosures and is not required to notify Employer that Employee has made such reports or disclosures. Further, pursuant to the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

4. Purpose Limitation:

Employee agrees to use the Confidential Information solely for the purpose of performing Employee's assigned duties and responsibilities within the scope of employment with Employer. Employee shall not use the Confidential Information for any outside employment, side projects, personal gain, or commercial advantage other than for the benefit of Employer.

5. Security Protocols:

Employee agrees to implement and follow reasonable security protocols to protect the Confidential Information, including:

• Using strong passwords and maintaining their confidentiality.
• Implementing physical safeguards to protect documents and equipment.
• Restricting internal access to Confidential Information on a need-to-know basis.
• Controlling the storage, transmission, and duplication of Confidential Information.
• Complying with all applicable Maryland laws regarding data breach notification and personal information protection, including the Maryland Personal Information Protection Act.

6. Term of Confidentiality:

• Option A: The obligations of confidentiality under this Agreement shall commence on the date hereof and shall continue during Employee’s employment with Employer and for a period of [Number] years thereafter.
• Option B: With respect to trade secrets, as defined under the Maryland Uniform Trade Secrets Act, the obligations of confidentiality shall continue indefinitely, or as long as the information remains a trade secret under applicable law.
• Option C: The obligations of confidentiality under this agreement shall be effective through the term of employment. After employee’s termination, this agreement remains effective for [Number] years for proprietary information and indefinitely for trade secrets.

This duration does not conflict with Maryland law’s reasonableness standard or any public policy exception.

7. Return or Destruction of Confidential Information:

Upon termination of employment for any reason, or upon Employer’s written request, Employee shall immediately return to Employer all Confidential Information in Employee’s possession or control, including all copies, notes, and summaries thereof, in whatever form, including electronic copies, files, and backups. Employee shall also, upon Employer’s request, provide a written certification of destruction confirming that all Confidential Information has been permanently destroyed.

8. Notification of Unauthorized Disclosure:

Employee shall promptly notify Employer in writing of any actual or suspected unauthorized disclosure, loss, data breach, or compromise affecting Confidential Information. Employee shall cooperate fully with Employer in any remedial or mitigating action as required by Employer and Maryland law.

9. Remedies for Breach:

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 the following remedies in the event of a breach or threatened breach of this Agreement:

• Compensatory damages.
• Injunctive relief to restrain Employee from any further breach or threatened breach.
• Equitable remedies, including specific performance.
• Attorneys’ fees and costs to the extent permitted by Maryland law.
• Any stipulated penalties, provided that such penalties are reasonable and enforceable under Maryland law.

10. Injunctive Relief and Limitation of Liability:

Employer shall have the right to seek immediate injunctive relief from Maryland courts to prevent irreparable harm resulting from any actual or threatened breach of this Agreement. Employer shall not be liable to Employee for any damages resulting from Employee’s disclosure of Confidential Information as compelled by law, provided that Employee has given Employer the required notice.

11. Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
• If mediation fails, the dispute shall be resolved through litigation or binding arbitration in [County Name] County, Maryland, under Maryland law. The venue for any such litigation or arbitration shall be in [City], Maryland.

12. Employee Rights:

This Agreement does not restrict Employee’s right to discuss wages, working conditions, harassment, or illegal conduct with government agencies as required by Maryland labor and whistleblower statutes.

13. Severability and Amendment:

If any provision of this Agreement is held to be invalid or unenforceable under Maryland law, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by both parties.

14. Acknowledgment:

Employee acknowledges that Employee has read and understands this Agreement, has had the opportunity to seek legal counsel, and voluntarily enters into this Agreement.

15. Reporting Unlawful Activity:

Nothing in this Agreement prevents Employee from reporting unlawful activity, discrimination, or other protected conduct to relevant Maryland or federal authorities.

16. Not a Noncompete:

This Agreement is not a noncompete agreement. Any non-solicitation provisions contained herein are intended to comply with Maryland statutory limits.

17. Full and Final 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, except as required by Maryland or federal law.

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

[Employer Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Employee Name]

Signature: ____________________________

Date: [Date]