New Hampshire employee nda template

New Hampshire Employee Non-Disclosure Agreement

This New Hampshire Employee Non-Disclosure Agreement (this "Agreement") is made and entered into as of this [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

Option A: "Confidential Information" means any and all information disclosed by Employer to Employee, whether orally, in writing, electronically, visually, or by any other means, that relates to Employer’s business, including but not limited to:

• Technical data, know-how, designs, formulas, processes, systems, trade secrets (as defined in New Hampshire RSA 350-B), inventions (whether patentable or not), software, hardware, databases, and research.
• Customer lists, vendor lists, contracts, pricing information, sales data, marketing plans, business strategies, and financial information.
• Employee information, personnel data, and internal training materials.

Option B: "Confidential Information" means any and all information that is not generally known to the public, and that Employer treats as confidential, including, but not limited to:

• All forms of business process know-how.
• Any and all of the above items listed in Option A.

2. Exclusions from Confidential Information

Option A: The obligations of confidentiality 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.
• Was already lawfully known to Employee prior to its disclosure by Employer, as evidenced by Employee’s written records.
• Is independently developed by Employee without use of or reference to the Confidential Information.
• Is lawfully obtained by Employee from a third party who has the right to disclose it without any obligation of confidentiality.
• Is required to be disclosed by law, regulation, court order, or government demand, provided that Employee gives Employer prompt written notice of such requirement and reasonably cooperates with Employer in seeking a protective order or other appropriate remedy.

Option B: (Simplified Exclusions)

• Information that is public knowledge.
• Information Employee already legally possessed.
• Information independently created by Employee.
• Legally obtained information from a third party.
• Legally compelled disclosures, with prior notice to Employer.

3. Permitted Use

Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee’s duties of employment for Employer and shall not use the Confidential Information for any other purpose, or for the benefit of any third party, without Employer’s prior written consent. Reverse engineering is strictly prohibited.

Option B: The Employee may only use confidential information within the direct scope of their employment and for the benefit of the employer.

4. Safeguards

Option A: Employee shall implement and maintain reasonable and industry-appropriate safeguards to protect the Confidential Information from unauthorized access, use, or disclosure, including physical, technical, and procedural measures. These safeguards shall be at least as protective as those used by Employee to protect Employee's own confidential information, but in no event less than reasonable care. Employee shall properly destroy or delete digital and paper records when no longer needed.

Option B: Employee must protect confidential information with reasonable security measures consistent with industry standards in New Hampshire.

5. Duration of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during Employee's employment with Employer and for a period of [Number] years after the termination of such employment, except that obligations relating to trade secrets shall continue indefinitely as required by New Hampshire RSA 350-B.

Option B: Confidentiality continues during employment and for [Number] years after termination. Trade secrets are protected perpetually as per New Hampshire law.

6. Return of Materials

Option A: Upon termination of Employee’s employment with Employer, or upon Employer’s written request, Employee shall immediately return to Employer all Confidential Information in Employee’s possession or control, including all copies, summaries, and extracts thereof, whether in physical or electronic form. Employee shall also provide written certification of such return or destruction. The employee is expected to cooperate fully in retrieval of materials even from personal devices or cloud storage, if such materials are present.

Option B: Upon termination, Employee will return all confidential materials. Employee must certify the return or destruction of all copies.

7. Notification of Unauthorized Disclosure

Option A: Employee shall immediately notify Employer upon becoming aware of any actual or suspected unauthorized disclosure, breach, loss, or misuse of the Confidential Information and shall fully cooperate with Employer in any investigation of such event.

Option B: Employee must immediately inform Employer of any suspected data breach or unauthorized disclosure.

8. Remedies for Breach

Option A: Employee acknowledges that any breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be inadequate. Therefore, in addition to any other remedies available at law or equity, Employer shall be entitled to injunctive relief to prevent or restrain any such breach, as well as recovery of all damages, including lost profits and reasonable attorney's fees. Liquidated damages may also be pursued where appropriate, provided they are reasonable and not punitive, within New Hampshire public policy.

Option B: Breach of this NDA entitles Employer to damages, legal fees, and injunctive relief under New Hampshire law.

9. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, New Hampshire]. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The laws of the State of New Hampshire shall govern the interpretation and enforcement of this Agreement. The exclusive forum for any claims not subject to arbitration shall be the state or federal courts located in [County, New Hampshire].

Option B: Disputes will be mediated first, then arbitrated in New Hampshire, under New Hampshire law.

10. Non-Waiver and Severability

Option A: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it at a later time. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the extent necessary to make it valid and enforceable.

Option B: If any part of this agreement is invalid, the remaining parts remain in effect.

11. Non-Retaliation and Whistleblower Protections

Option A: Nothing in this Agreement shall prohibit Employee from reporting possible violations of law to any governmental agency or entity, or from making other disclosures that are protected under whistleblower laws or regulations. Employer will not retaliate against Employee for any such reporting or disclosure.

Option B: This NDA does not restrict lawful reporting to regulatory authorities.

12. Future Employment

Option A: This Agreement is intended to protect Employer’s Confidential Information and does not restrict Employee’s ability to pursue future employment opportunities, except to the extent that such employment would inevitably require Employee to disclose or use Employer’s Confidential Information in violation of this Agreement, consistent with New Hampshire RSA 275:70 and anti-competition statutes. This Agreement is explicitly separate from any non-compete agreement.

Option B: Confidentiality obligations do not restrict future employment beyond the use of confidential information. This agreement is separate from any non-compete agreement.

13. Industry-Specific Requirements

Option A: (Healthcare Example) Employee acknowledges that Employer is subject to the Health Insurance Portability and Accountability Act (HIPAA) and agrees to comply with all applicable HIPAA regulations regarding the confidentiality and security of Protected Health Information (PHI).

Option B: (Financial Services Example) Employee acknowledges that Employer is subject to the Gramm-Leach-Bliley Act and agrees to comply with all applicable GLBA regulations regarding the confidentiality and security of customer financial information.

Option C: If neither of the above is applicable, this clause may be omitted.

14. Amendment

Option A: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Amendments require a written agreement signed by both parties.

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]

Date: [Date]

Employee acknowledges having read and understood all terms and conditions of this Agreement.