Mississippi employee nda template

Mississippi Employee Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date] by and between [Employer Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Employer”), and [Employee Name], residing at [Employee Address] (“Employee”), in consideration of employment or continued employment.

1. Parties

• Option A: Employer Information:
  • Employer Name: [Employer Legal Name]
  • Address: [Employer Address]
  • Job Title of Representative: [Job Title]
• Option B: Employee Information:
  • Employee Name: [Employee Legal Name]
  • Address: [Employee Address]
  • Job Title: [Employee Job Title]

2. Definition of Confidential Information

Confidential Information means any and all information disclosed by Employer to Employee, or learned by Employee during the course of employment with Employer, whether tangible or intangible, oral or written, electronic or physical, relating to Employer’s business, including, but not limited to: business plans, financial statements, trade secrets as defined under the Mississippi Uniform Trade Secrets Act (MUTSA), proprietary data, customer lists, pricing models, vendor information, marketing strategies, intellectual property (whether or not patentable or copyrightable), strategic documents, business processes, databases and codes, personnel data, and any other information that Employer treats as confidential, including information relating to development, inventions, know-how, product specifications, operating procedures, software, and customer data. This includes information created, developed, received or accessed by Employee during the course of employment.

3. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes generally available to the public through no fault of Employee.
• Was already known to Employee prior to its disclosure by Employer, as evidenced by written records.
• Is rightfully received by Employee from a third party without any obligation of confidentiality to Employer.
• Is required to be disclosed by law, regulation, court order, or other legal process, provided that Employee provides Employer with prompt written notice of such requirement to allow Employer to seek a protective order or other appropriate remedy.

4. Permitted Use of Confidential Information

• Option A: Scope of Use:
  • Employee may use Confidential Information solely for the purpose of performing Employee’s job duties and responsibilities for the benefit of Employer.
• Option B: Prohibition on Misuse:
  • Employee shall not use Confidential Information for any personal benefit, for the benefit of any third party, or in any way that is competitive with Employer’s business. Employee shall not share Confidential Information with any other employee unless they have a business need to know.

5. Employee Obligations Regarding Confidentiality

• Option A: Standard of Care:
  • Employee shall use at least reasonable care to protect the confidentiality of the Confidential Information, but in no event less than the care a reasonable person would use to protect similar information.
• Option B: Specific Procedures:
  • Employee shall adhere to Employer’s policies and procedures regarding the storage, access, electronic transmission, data backup, and physical/electronic security of Confidential Information.
• Option C: Handling of Paper vs. Digital Information
  • Employee shall ensure all paper documents containing Confidential Information are stored in locked cabinets when not in use and shredded before disposal. Digital information shall be protected with strong passwords and encryption where applicable.
• Option D: Additional obligations for regulated industries
  • If working in a regulated industry, Employee shall also adhere to specific industry regulations governing the handling of Confidential Information (e.g., HIPAA for healthcare).

6. Limitations on Disclosure

Employee shall not disclose, transfer, reproduce, or disseminate Confidential Information, directly or indirectly, to any third party without the prior written consent of Employer. Any permitted disclosure shall be subject to the recipient agreeing in writing to protect the confidentiality of the Confidential Information under terms no less restrictive than those contained herein.

7. Term of Confidentiality

• Option A: Duration
  • Employee’s obligations of confidentiality under this Agreement shall continue during Employee’s employment with Employer and for a period of [Number] years after termination of employment.
• Option B: Trade Secrets
  • With respect to any Confidential Information that constitutes a trade secret under Mississippi law, Employee’s obligations of confidentiality shall continue indefinitely, or for as long as such information remains a trade secret.

8. Return of Materials

Upon termination of employment or at any time upon Employer’s request, Employee shall immediately return to Employer all Confidential Information, including all documents, records, data, and other materials containing Confidential Information, whether in tangible or electronic form, including all copies thereof. If return is not possible, Employee shall securely destroy all Confidential Information and provide written certification of such destruction to Employer.

9. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer in writing of any actual or suspected unauthorized disclosure, breach, or loss of Confidential Information. Employee shall cooperate fully with Employer in investigating any such event and mitigating its effects.

10. Consequences of Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer. In the event of a breach or threatened breach of this Agreement, Employer shall be entitled to:

• Injunctive relief to restrain Employee from violating this Agreement.
• Recovery of all actual and consequential damages, including lost profits.
• Reimbursement of Employer’s reasonable attorneys’ fees and costs incurred in enforcing this Agreement.
• Option for liquidated damages, as applicable to specific roles or projects:
  • Liquidated Damages: Employee agrees to pay Employer liquidated damages of [Dollar Amount] in the event of a breach of this agreement, recognizing the difficulty in quantifying the exact harm caused by such a breach.

11. Specific Performance

Employee agrees that specific performance is an appropriate remedy for any breach of this Agreement, in addition to any other remedies available at law or in equity.

12. Dispute Resolution

• Option A: Dispute Resolution Process
  • Any dispute arising out of or relating to this Agreement shall be resolved through:
    • Initial negotiation between the parties.
    • If negotiation fails, mediation in [City, Mississippi].
    • If mediation fails, binding arbitration in accordance with the rules of the American Arbitration Association or litigation in the state courts of Mississippi.
• Option B: Governing Law & Jurisdiction
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state courts located in [County Name] County, Mississippi.

13. Whistleblower Protections & Other Rights

Nothing in this Agreement shall be construed to limit Employee’s rights under applicable whistleblower protection laws, including the right to report potential violations of law to government agencies, or under the Defend Trade Secrets Act immunity provisions.

14. Amendments & Waivers

Any amendment or waiver of any provision of this Agreement must be in writing and signed by both parties.

15. At-Will Employment & Disclaimer

Employee acknowledges that this Agreement does not create any right to continued employment with Employer. Employee’s employment is at-will and may be terminated by either party at any time, with or without cause or notice, subject to any applicable employment agreements or policies.

16. Severability

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

17. Acknowledgment

Employee acknowledges that they have received reasonable notice of this Agreement, have had the opportunity to review this Agreement and to seek independent legal counsel, and are entering into this Agreement voluntarily as a condition of employment or continued employment with Employer.

18. Job Role Customization (Optional)

The need for this confidentiality agreement is particularly important given Employee's role as [Employee Job Title], where they will have access to [Specific Confidential Information Examples Related to Role].

19. Signatures

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

____________________________
[Employer Representative Name]
[Employer Representative Title]
[Employer Name]

____________________________
[Employee Name]
Employee

Effective Date: [Date]

20. Acknowledgement of Receipt

I acknowledge that I have received a copy of this Mississippi Employee Non-Disclosure Agreement.

____________________________
[Employee Name]
Employee (Signature)