Nevada employee nda template

Nevada Employee Non-Disclosure Agreement

This Nevada Employee Non-Disclosure Agreement (the “Agreement”) is made and effective as of [Effective 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”).

1. Definition of Confidential Information.

Confidential Information includes, but is not limited to:

• Option A: Proprietary business strategies, client and vendor information, marketing and pricing data, software source code, technical drawings, R&D notes, trade secrets as defined by NRS 600A.030, personal data protected under applicable federal and Nevada privacy laws, unreleased products or services, and other sensitive materials disclosed orally, in writing, visually, or electronically.
• Option B: All information not generally known to the public concerning the Employer’s business, technology, finances, customers, and future plans.

2. Exclusions from Confidential Information.

This Agreement does not apply to information that:

• Option A: Was already known to the Employee prior to disclosure by the Employer, as evidenced by the Employee's written records.
• Option B: Is or becomes publicly available through no fault of the Employee (excluding public knowledge via breach).
• Option C: Is lawfully received by the Employee from a third party without restriction on disclosure.
• Option D: Is required to be disclosed by law, regulation, subpoena, or court order, provided that the Employee provides the Employer with prompt written notice of such requirement to allow the Employer to seek a protective order or other appropriate remedy (except where such notice is prohibited by law or regulation). Employee must cooperate with the Employer in seeking such protection.

3. Permitted Use of Confidential Information.

The Employee agrees to use the Confidential Information solely for:

• Option A: The execution of assigned employment duties for the benefit of the Employer.
• Option B: Specifically described projects as directed by the Employer.

The Employee shall not use Confidential Information for personal gain, competitive purposes, or any other unauthorized use.

4. Security Measures.

The Employee shall take all reasonable measures to protect the confidentiality of the Confidential Information, including but not limited to:

• Option A: Restricting access to Confidential Information to employees with a need to know.
• Option B: Securely storing all Confidential Information, both physically and electronically.
• Option C: Using password protection and encryption where appropriate.
• Option D: Adhering to all Employer data protection policies, including but not limited to compliance with NRS 603A regarding security of personal information.
• Option E: Completing employee training programs on data security and privacy.

5. Duration of Confidentiality.

The obligations of confidentiality under this Agreement shall:

• Option A: Continue during the Employee's employment and for a period of [Number] years thereafter.
• Option B: Continue during the Employee's employment and indefinitely for trade secrets as defined under NRS 600A.
• Option C: Continue during the Employee's employment and for [Number] years thereafter; provided, however, the obligation to maintain trade secrets shall continue for so long as the information qualifies as a trade secret under NRS 600A.

6. Return of Confidential Information.

Upon termination of employment or at the Employer’s written request, the Employee shall:

• Option A: Promptly return all tangible and electronic Confidential Information to the Employer.
• Option B: Certify in writing that all Confidential Information has been returned or destroyed.

7. Notice of Breach.

The Employee shall immediately notify the Employer in writing of any:

• Option A: Actual or suspected breach of this Agreement.
• Option B: Loss or unauthorized use or disclosure of Confidential Information.

The Employee shall fully cooperate with the Employer in investigating any such breach.

8. Remedies for Breach.

The Employer shall be entitled to:

• Option A: Injunctive relief to prevent further breach of this Agreement, acknowledging that monetary damages alone may be insufficient.
• Option B: Liquidated damages in the amount of [Dollar Amount], to the extent permitted by Nevada law.
• Option C: Actual damages, including consequential damages and attorney’s fees, resulting from the breach.

9. Data Protection.

The Employee shall comply with:

• Option A: All applicable Nevada laws and regulations regarding data protection, including NRS 603A (Security of Personal Information).
• Option B: The Employer's data protection policies.
• Option C: All relevant federal regulations (e.g., HIPAA, if applicable).

10. No Waiver.

No failure or delay by the Employer in exercising any right or remedy under this Agreement shall:

• Option A: Operate as a waiver of such right or remedy.
• Option B: Imply a waiver of any other right or remedy.

11. Whistleblower Protection.

Nothing in this Agreement shall:

• Option A: Restrict the Employee’s right to communicate with government agencies.
• Option B: Restrict the Employee’s right to participate in whistleblower programs as protected by Nevada and federal law.
• Option C: Prevent the employee from reporting in good faith any perceived violations of law or ethical concerns.

12. Dispute Resolution.

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

• Option A: First, through informal negotiation between the parties.
• Option B: Second, if negotiation fails, through mediation in [City, Nevada].
• Option C: Third, if mediation fails, through binding arbitration in accordance with the rules of the American Arbitration Association in [City, Nevada].
• Option D: If arbitration is not agreed upon, any legal action or proceeding shall be brought in the state or federal courts located in [County, Nevada], and the laws of the State of Nevada shall govern.

13. Assignment.

This Agreement shall:

• Option A: Be binding upon and inure to the benefit of the Employer and its successors and assigns.
• Option B: Not be assignable by the Employee without the Employer’s prior written consent.

14. Non-Compete/Non-Solicitation.

This Agreement is intended solely as a Non-Disclosure Agreement and does not:

• Option A: Constitute a non-compete or non-solicitation agreement.
• Option B: Intend to circumvent or supersede NRS 613.195 concerning restrictions on non-compete agreements.

15. Amendment.

Any amendment to this Agreement must be:

• Option A: In writing and signed by both parties.

16. Severability.

If any provision of this Agreement is held to be invalid or unenforceable:

• Option A: The remaining provisions shall remain in full force and effect.

17. Entire Agreement.

This Agreement constitutes:

• Option A: 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.

18. Industry-Specific Regulations.

If applicable, the Employee shall comply with:

• Option A: All industry-specific regulations relevant to the Employer's business (e.g., gaming regulations, licensed healthcare regulations, financial services regulations).

19. Individualized Terms.

The terms of this Agreement are tailored to:

• Option A: The Employee's role, access level, and risk profile.
• Option B: An addendum attached with specific terms for sensitive projects if applicable.

20. Disclosure of Prior Obligations.

The Employee represents and warrants that:

• Option A: Compliance with this Agreement does not conflict with any prior agreements or obligations to other former employers.

21. Reverse Engineering.

The Employee shall not:

• Option A: Reverse engineer, disassemble, or decompile any proprietary technology or materials disclosed to the Employee during employment.

22. Remedies for Non-Compliance.

In addition to other remedies, in the event of the Employee's non-compliance with this agreement, the Employer shall be entitled to:

• Option A: Claw-back any profits the employee gains from unauthorized disclosure or use.
• Option B: Terminate the Employee’s employment for cause.

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]

_______________________________
[Employee Legal Name]