New Mexico employee nda template

New Mexico Employee Non-Disclosure Agreement

This New Mexico Employee Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between [Employer Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] (“Discloser”), and [Employee Legal Name], residing at [Employee Address] (“Recipient”).

1. Definition of Confidential Information

Option A: Broad Definition.

"Confidential Information" means any and all proprietary, non-public information relating to the Discloser’s business, including, but not limited to: client lists and relationships; financial records; trade secrets as defined by the New Mexico Uniform Trade Secrets Act (NM UTSA); technical information; business strategies; software code; operational processes; intellectual property (IP); marketing strategies; personnel data; supplier/vendor information; R&D content; and any other data or information disclosed by Discloser to Recipient, whether orally, electronically, or in writing.

Option B: Specific Definition

“Confidential Information” specifically includes, but is not limited to: [List Specific Types of Confidential Information Relevant to Employee's Role].

Option C: Hybrid Definition

"Confidential Information" means any and all proprietary, non-public information relating to the Discloser’s business including, but not limited to client lists and relationships, trade secrets as defined by the New Mexico Uniform Trade Secrets Act (NM UTSA), [insert categories]. However, this agreement pertains specifically to the following confidential projects [list project names].

2. Exclusions from Confidential Information

Option A: Standard Exclusions

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by Recipient; (b) was rightfully in Recipient’s possession prior to disclosure by Discloser; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is lawfully obtained by Recipient from a third party without restriction.

Option B: Required Disclosure

Notwithstanding the foregoing, if Recipient is required to disclose Confidential Information pursuant to a court order or government regulation, Recipient shall provide Discloser with prompt written notice thereof to enable Discloser to seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Option A: Limited Use

Recipient shall use the Confidential Information solely for the purpose of performing Recipient’s duties as an employee of Discloser. Recipient shall not use the Confidential Information for any personal benefit or for the benefit of any third party.

Option B: Prohibited Actions

Recipient is expressly prohibited from sharing, distributing, replicating, or otherwise disclosing the Confidential Information to any unauthorized party, whether during or after employment with Discloser.

4. Safeguarding Confidential Information

Option A: Standard Safeguards

Recipient shall take commercially reasonable and industry-appropriate measures to safeguard the Confidential Information, including, but not limited to, secure storage (physical and electronic), restricted access, encryption of data, password protection, and compliance with all applicable company policies.

Option B: Specific Safeguards

Recipient agrees to abide by the following specific procedures to protect Confidential Information: [List Specific Security Measures].

5. Return of Confidential Information

Option A: Standard Return Upon Termination

Upon termination of employment or at any time upon Discloser’s written request, Recipient shall promptly return to Discloser all Confidential Information, including all documents, electronic records, emails, files, physical documents, backup copies, and any derivative works.

Option B: Secure Destruction

In lieu of returning electronic records, Discloser may require Recipient to securely destroy such records in a manner compliant with Discloser’s policies.

6. Duration of Confidentiality Obligations

Option A: General Information

Recipient’s obligations with respect to Confidential Information (excluding Trade Secrets) shall continue during the term of employment and for a period of [Number] years following termination of employment.

Option B: Trade Secrets

Recipient's obligations with respect to Trade Secrets shall continue indefinitely, as allowed under the NM UTSA.

7. Notification of Breach

Recipient shall immediately notify Discloser of any suspected or actual loss, breach, or unauthorized disclosure of Confidential Information and shall cooperate with Discloser in any necessary mitigation or remedial measures.

8. Remedies for Breach

Option A: Legal and Equitable Remedies

In the event of a breach of this Agreement, Discloser shall be entitled to compensatory damages, injunctive relief, reimbursement of legal fees, and any other available legal or equitable remedies. Recipient acknowledges that monetary damages may be insufficient and that injunctive relief is appropriate due to the potential for irreparable harm.

Option B: Liquidated Damages

In the event of a breach of this agreement involving client list theft the Recipient will pay a liquidated sum of [Dollar amount] to the Discloser.

9. Dispute Resolution

Option A: Negotiation and Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in [City], New Mexico, in accordance with the rules of the American Arbitration Association.

Option B: Litigation

Any dispute arising under this Agreement shall be resolved in the state or federal courts located in [City], New Mexico, and Recipient consents to the jurisdiction of such courts. New Mexico law shall govern the interpretation and enforcement of this Agreement.

10. Whistleblowing Protection

Nothing in this Agreement shall restrict Recipient’s rights to report illegal activities, cooperate with law enforcement, or engage in legally protected whistleblowing under New Mexico or federal law.

11. No Restriction on Employment Mobility

This Agreement is not intended to prohibit employment mobility or violate state public policy against overly broad non-disclosure or non-compete provisions. This agreement is reasonable in scope and duration, and does not unduly restrict Recipient’s ability to work.

12. Compliance with Laws

This Agreement is intended to comply with all applicable New Mexico data protection and privacy statutes, intellectual property protection requirements, and industry-specific regulations. This Agreement is not intended to circumvent any local, state, or federal law, nor to waive any mandatory employment rights or benefits.

13. Severability

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

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.

15. Amendments

No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.

16. Assignment

This Agreement may be assigned by Discloser but may not be assigned by Recipient without Discloser’s prior written consent.

17. Monitoring and Audit

Discloser reserves the right to monitor, audit, or inspect Recipient’s use and handling of Confidential Information during and after employment, consistent with state law.

18. Waiver

No waiver of any breach of this Agreement shall be effective unless it is in writing and signed by the waiving party. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

19. Lawful Communications

Nothing in this Agreement shall prohibit Recipient from engaging in lawful communications regarding workplace conditions, wages, or labor practices, consistent with New Mexico labor law and the National Labor Relations Act (NLRA).

20. Tailored Language

The language of this Agreement has been tailored to account for Recipient’s specific role, access level, and the sensitivity of information encountered.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Discloser:

[Employer Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Date: [Date]

Recipient:

[Employee Legal Name]

Signature: ____________________________

Date: [Date]