New Jersey employee nda template

New Jersey Employee Non-Disclosure Agreement (NDA)

This New Jersey Employee Non-Disclosure Agreement (this “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 Full Legal Name], residing at [Employee Address] (“Employee”).

RECITALS

• Employer possesses certain confidential information relating to its business.
• Employee’s employment with Employer will provide Employee with access to such confidential information.
• Employer and Employee desire to protect the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

CONFIDENTIAL INFORMATION

• Definition: "Confidential Information" means any and all information of Employer or its affiliates that is not generally known to the public and that provides Employer with a competitive advantage, including, but not limited to:
  • New Jersey trade secrets as defined by the New Jersey Trade Secrets Act (NJSA 56:15-1 et seq.).
  • Proprietary data, business plans, financial statements, client and vendor lists (including New Jersey-specific business partners).
  • Technical know-how, R&D data, employee or HR information, marketing strategies, software source code, unpublished inventions.
  • All other materials disclosed in written, electronic, visual, or oral form.
• Exclusions: Confidential Information does not include information that:
  • Option A: is or becomes publicly available without breach of this Agreement by Employee.
  • Option B: was lawfully received by Employee from a third party without restriction and without breach of any obligation of confidentiality.
  • Option C: was independently developed by Employee without use of or reference to Confidential Information.
  • Option D: is required to be disclosed by law or court order, provided that Employee gives Employer prompt notice of such requirement and cooperates with Employer in seeking a protective order or other appropriate remedy.

PERMITTED USE

• Limited Use: Employee shall use Confidential Information solely for the purpose of performing Employee’s job duties for Employer.
• Restrictions: Employee shall not:
  • Option A: use Confidential Information for any personal benefit.
  • Option B: disclose Confidential Information to any third party without Employer's prior written consent.
  • Option C: make unauthorized copies of Confidential Information.
  • Option D: use Confidential Information to compete with Employer.

SECURITY OBLIGATIONS

• Reasonable Security: Employee shall take reasonable steps to protect the confidentiality of Confidential Information, in accordance with New Jersey cybersecurity best practices.
• Specific Measures:
  • Option A: Maintaining physical and digital security controls.
  • Option B: Using strong passwords and managing them securely.
  • Option C: Limiting access to repositories of Confidential Information.
• Notification: Employee shall promptly notify Employer upon becoming aware of any unauthorized access, loss, or disclosure of Confidential Information. Employee shall cooperate with Employer in mitigating and remediating any such incident, consistent with New Jersey data breach notification laws (NJ Rev Stat § 56:8-163).

RETURN OF INFORMATION

• Upon Termination: Upon termination of Employee's employment with Employer, or upon Employer's written request, Employee shall promptly return to Employer all Confidential Information in Employee's possession or control, including all copies thereof, in whatever form.
• Destruction: At Employer’s option, Employee shall certify in writing the destruction of all electronic or physical copies of Confidential Information.

TERM

• Duration: The obligations of confidentiality under this Agreement shall continue during Employee's employment with Employer and, thereafter, for a period of:
  • Option A: two (2) years.
  • Option B: three (3) years.
  • Option C: five (5) years.
  • Option D: perpetually with respect to trade secrets as defined under New Jersey law.

REMEDIES

• Available Remedies: Employee acknowledges that any breach of this Agreement by Employee may cause irreparable harm to Employer. In the event of any such breach or threatened breach, Employer shall be entitled to:
  • Option A: injunctive relief.
  • Option B: actual and consequential damages.
  • Option C: reasonable attorney's fees.
  • Option D: other remedies available at law or in equity.
  • Option E: Stipulated monetary penalty of $[Amount], but only to the extent enforceable under New Jersey law, recognizing in terrorem penalty limitations.

PROTECTED RIGHTS

• Non-Restriction: Nothing in this Agreement shall be construed to prevent Employee from reporting possible violations of law to any governmental agency or entity, or from disclosing information as required by law. This Agreement does not limit rights under New Jersey’s Conscientious Employee Protection Act (CEPA).

WORK PRODUCT OWNERSHIP

• Employer's Property: All work products created by Employee during the course of Employee's employment with Employer, including any inventions, discoveries, or improvements, shall be the sole and exclusive property of Employer.
  • This section includes but is not limited to treatment of inventions and developments under New Jersey employee invention assignment laws.

DISCLOSURE TO THIRD PARTIES

• Consent Required: Employee shall not disclose any Confidential Information to any third party, including affiliates, service providers, or government agencies, without Employer's prior written consent.
  • All disclosures require “need-to-know” limitations.

LEGAL DEMANDS

• Notice: In the event Employee receives a subpoena or other legal demand for Confidential Information, Employee shall promptly notify Employer and cooperate with Employer in seeking a protective order or other appropriate remedy as permitted by New Jersey law.

SEVERABILITY

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

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.

AMENDMENT

• Any amendment to this Agreement must be in writing and signed by both parties.

GOVERNING LAW

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

DISPUTE RESOLUTION

• Priority: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If such negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation.
• Venue: 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, New Jersey.
  • Arbitration: As an alternative to litigation, disputes may be resolved through binding arbitration under the rules of the American Arbitration Association in New Jersey.

ACKNOWLEDGMENT

• Employee acknowledges that Employee has had the opportunity to seek independent legal advice regarding this Agreement. This agreement is available in English. [If available in other languages, list here]

STATUTORY RIGHTS

• This Agreement shall not be interpreted to restrict Employee’s statutory rights, including rights under the New Jersey Law Against Discrimination or rights protected by the federal National Labor Relations Act (NLRA).

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

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

____________________________
[Employee Full Legal Name]
[Date]
Employee