Missouri employee nda template

Missouri Employee Non-Disclosure Agreement

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

RECITALS

Employer desires to protect its Confidential Information (as defined below). Employee's employment with Employer will provide Employee with access to such Confidential Information. In consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information.

Confidential Information means any information disclosed by Employer to Employee, either directly or indirectly, in writing, orally, visually, electronically, or by any other means, whether before, on, or after the date of this Agreement, that is not generally known to the public, including but not limited to:

• Proprietary technology, inventions, and discoveries.
• Trade secrets as defined under the Missouri Uniform Trade Secrets Act (MUTSA).
• Business strategies, financial records, and projections.
• Customer data, customer lists, and customer information.
• Vendor or supplier lists, agreements, and information.
• Marketing plans, sales strategies, and pricing information.
• Internal policies, procedures, and operational manuals.
• Human resources and personnel data, including compensation and benefits information.
• Research and development activities, projects, and data.
• Source code, software, and related documentation.
• Pricing data, cost structures, and profit margins.
• Manufacturing processes, techniques, and equipment.
• Prototypes, designs, and specifications.
• All other information disclosed in written, oral, visual, electronic, or other forms during employment or related projects.

2. Exclusions from Confidential Information.

The obligations under this Agreement do not apply to information that:

• Is or becomes generally available to the public other than as a result of disclosure by Employee in violation of this Agreement.
• Was lawfully obtained by Employee from a third party who had the right to disclose it without obligation of confidentiality.
• Was already known to Employee prior to its disclosure by Employer, without an obligation of confidentiality.
• Is required to be disclosed by legal order, subpoena, or applicable Missouri or federal law, provided that Employee provides Employer with prompt written notice of such requirement and cooperates with Employer in seeking a protective order or other appropriate remedy.

3. Employee's Obligations.

Employee agrees:

• To use Confidential Information solely for the purpose of performing Employee's job duties and responsibilities for Employer.
• Not to disclose, use, sell, transfer, copy, or reproduce any Confidential Information to any third party, competitor, or for personal gain, during or after employment with Employer.
• To employ commercially reasonable safeguards to protect Confidential Information from unauthorized access, disclosure, or use, including but not limited to:
  • Secure storage of electronic and physical documents.
  • Careful management of electronic access controls, including passwords and network security.
  • Preventing unauthorized copying, transmission, or data loss.
• To comply with all applicable Employer policies and procedures regarding the protection of Confidential Information.

4. Term of Confidentiality.

• Option A: The obligations under this Agreement shall continue during Employee's employment with Employer and for a period of [Number] years after the termination of Employee's employment, regardless of the reason for termination.
• Option B: The obligations under this Agreement shall continue during Employee's employment with Employer and shall continue indefinitely for information deemed a trade secret under the Missouri Uniform Trade Secrets Act.

5. Return of Confidential Information.

Upon termination of Employee's employment, at Employer's written request, or upon completion of a project, Employee shall promptly return to Employer all Confidential Information in Employee's possession or control, including but not limited to documents, records, databases, and copies thereof, in whatever form. Alternatively, at Employer’s written request, Employee shall certify in writing the destruction of all such Confidential Information.

6. Notice of Breach.

Employee shall promptly notify Employer in writing of any suspected breach of this Agreement, unauthorized disclosure of Confidential Information, or any security incident that could compromise the confidentiality of Confidential Information, and shall actively assist Employer in the investigation and remediation of such breach or incident.

7. Remedies for Breach.

• Option A: Employee acknowledges that any breach of this Agreement may cause irreparable harm to Employer for which monetary damages may be inadequate. Employer shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity. Employee shall be liable for actual damages, including but not limited to lost profits and revenues. Employer shall also be entitled to recover its reasonable attorney's fees and costs incurred in enforcing this Agreement, to the extent permitted under Missouri law.
• Option B: In the event of a breach of this Agreement by Employee, Employer shall be entitled to liquidated damages in the amount of [Dollar Amount], which the parties agree is a reasonable estimate of the damages likely to be suffered by Employer as a result of such breach. This shall not preclude Employer from seeking other available remedies. Employer shall also be entitled to recover its reasonable attorney's fees and costs incurred in enforcing this Agreement, to the extent permitted under Missouri law.

8. Whistleblower Protection.

Nothing in this Agreement shall be construed to restrict Employee's right, in good faith, to report possible violations of law or cooperate in governmental investigations as required under Missouri or federal whistleblower statutes.

9. Severability.

If any provision of this Agreement is held to be invalid or unenforceable under Missouri law, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith a substitute valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

10. Governing Law and Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Missouri. The parties agree to first attempt to resolve any disputes through good-faith negotiation. If negotiation is unsuccessful, the parties agree to participate in non-binding mediation before resorting to litigation or arbitration.

11. Compliance with Laws.

Employee agrees to comply with all applicable laws and regulations, including the Missouri Uniform Trade Secrets Act (MUTSA) and any relevant data protection standards applicable to Employer's industry. This NDA does not override or reduce any rights under a collective bargaining agreement if Employee is covered by such an agreement.

12. Non-Competition Disclaimer.

This Agreement is not intended to be, and shall not be construed as, a non-compete or non-solicitation agreement. If Employer desires to include such provisions, they must be drafted separately and in strict compliance with Missouri law.

13. Amendment.

This Agreement may only be amended or modified by a written instrument signed by both Employer and Employee.

14. 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.

15. Acknowledgment.

Employee acknowledges that Employee has read this Agreement, understands it, and voluntarily agrees to be bound by its terms.

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

____________________________
[Employer Legal Name]

By: ____________________________
[Employer Representative Name]
[Employer Representative Title]

____________________________
[Employee Legal Name]

Witness: __________________________
[Witness Name] (Optional)