Michigan employee nda template

Michigan Employee Non-Disclosure Agreement

This Michigan Employee Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] ("Employer"), and [Employee Legal Name], residing at [Employee Address] ("Employee").

WHEREAS, Employer desires to protect its Confidential Information (as defined below); and

WHEREAS, Employee’s employment with Employer will provide Employee access to Confidential 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 non-public information relating to the Employer, its business, and its affiliates that is disclosed to Employee or of which Employee becomes aware as a consequence of Employee's employment with Employer. Confidential Information includes, but is not limited to:

• Business and technical trade secrets as defined by the Michigan Uniform Trade Secrets Act (MUTSA).
• Proprietary information, including manufacturing processes, unpublished inventions, formulae, R&D data, customer and vendor lists, company financials, pricing strategies, and marketing plans.
• All other non-public information in any medium (written, oral, electronic, or tangible) accessible to Employee through employment.

2. Exclusions from Confidentiality

The obligations of confidentiality shall not apply to information that:

• Is or becomes publicly available through no fault of Employee.
• Employee lawfully possessed prior to employment with Employer, as evidenced by written documentation.
• Is independently developed by Employee outside the scope of employment with Employer and without reference to Employer’s Confidential Information, as evidenced by written documentation.
• Is rightfully obtained by Employee from a third party not under a duty of confidentiality to Employer.
• Is required to be disclosed by law or valid court order; provided, however, Employee shall provide Employer with prompt written notice of such requirement and shall cooperate with Employer in seeking a protective order or other appropriate remedy.

3. Purpose Limitation

Employee agrees to use Confidential Information solely for the benefit of Employer and only to the extent necessary to perform Employee’s job duties. Employee shall not use Confidential Information for personal gain or for the benefit of any third party without Employer’s prior written consent.

4. Protection of Confidential Information

Employee shall implement reasonable and industry-appropriate efforts to protect the confidentiality of the Confidential Information, including Michigan best practices for physical, electronic, and procedural safeguards. This includes:

• Maintaining physical security of documents and electronic devices.
• Using strong passwords and encryption where appropriate.
• Securely disposing of Confidential Information.
• Limiting access to Confidential Information on a need-to-know basis.
• Adhering to Employer’s data security policies.

5. Duration of Obligation

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue:

• Option A: During Employee’s employment with Employer and for a period of [Number] years following the termination of Employee’s employment.
• Option B: During Employee’s employment with Employer and perpetually with respect to trade secrets as defined by MUTSA.

6. Return of Confidential Information

Upon termination of Employee’s employment, or upon Employer’s written request, Employee shall immediately return to Employer all Confidential Information, including all copies thereof, in Employee’s possession or control. Alternatively, at Employer's election, Employee shall certify in writing the secure destruction of all such Confidential Information.

7. Notice of Unauthorized Disclosure

Employee shall promptly notify Employer in writing of any suspected or known unauthorized access, disclosure, theft, or loss of Confidential Information. Employee shall cooperate with Employer in investigating any such event and in implementing remedial actions.

8. Remedies for Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate. Therefore, in the event of a breach or threatened breach of this Agreement, Employer shall be entitled to:

• Seek injunctive relief to restrain Employee from violating the terms of this Agreement, in addition to any other remedies available at law or in equity.
• Recover actual damages, including, but not limited to, lost profits and consequential damages.
• Recover attorney’s fees and costs incurred in enforcing this Agreement.

9. No Conflict with Employee Statutory Rights

Nothing in this Agreement shall be construed to limit or interfere with Employee’s rights under applicable law, including, but not limited to:

• The right to report unlawful conduct to government authorities ("whistleblower protections").
• Rights to engage in protected concerted activity under Section 7 of the National Labor Relations Act (NLRA).
• Rights to participate in governmental investigations.

10. Compliance with Privacy Regulations

Employee shall comply with all applicable industry-specific privacy and data protection regulations, including, but not limited to, [List applicable regulations, e.g., HIPAA, GLBA, FERPA]. Employee shall adhere to Employer’s policies and procedures relating to data privacy and security, as set forth in Employer’s employee handbook and other company documents.

11. No Waiver

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

12. Severability

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

13. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [County Name], Michigan.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City Name], Michigan, in accordance with the rules of the American Arbitration Association.

Prior to initiating any litigation or arbitration, the parties shall engage in good faith negotiations or mediation to attempt to resolve the dispute.

14. No Non-Compete

This Agreement is not a non-compete agreement and does not restrict Employee’s ability to work for other employers after termination of employment with Employer, unless a separate Michigan-compliant non-compete agreement has been expressly entered into by the parties.

15. Entire Agreement; Amendment

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. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

16. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

17. Acknowledgement

Employee acknowledges that Employee has read this Agreement, understands its terms, and has had the opportunity to seek legal advice before signing it. Employee also acknowledges receipt of a copy of this Agreement.

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]

Date: [Date]

[Employee Legal Name]

Signature: ____________________________

Date: [Date]