North Carolina employee nda template

North Carolina Employee Nondisclosure Agreement

This Nondisclosure Agreement ("Agreement") is made and entered into as of this [Date], by and between [Employer's Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer's Address] ("Employer"), and [Employee's Full Legal Name], residing at [Employee's Address] ("Employee").

Definition of Confidential Information

Option A: "Confidential Information" means all information, in any form or medium (whether oral, written, electronic, or other), disclosed by Employer to Employee or learned by Employee during the course of employment with Employer, that relates to Employer's business, including, but not limited to: trade secrets as defined by the North Carolina Trade Secrets Protection Act; proprietary processes; business plans; financial statements; pricing data; client and supplier lists; product development information; know-how; marketing strategies; software and source code; technical data; business forecasts; inventions (whether patentable or not); employee information; internal communications; and all forms of documentation.

Option B: "Confidential Information" means any and all information, whether or not reduced to a tangible medium of expression, that constitutes a "trade secret" under N.C. Gen. Stat. § 66-152, or is otherwise considered confidential or proprietary by the Employer, and that gives the Employer a competitive advantage. This includes, without limitation, [Specific examples tailored to the industry and position].

Option C: "Confidential Information" means any information that the employee creates, develops, contributes to, or has access to during employment that is not generally known to the public and that could be used to the detriment of the Employer if disclosed.

Exclusions from Confidential Information

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

• (a) is or becomes publicly available through no fault of Employee;
• (b) was rightfully known to Employee prior to disclosure by Employer;
• (c) is lawfully received from a third party who is not under an obligation of confidentiality;
• (d) is independently developed by Employee without use of or reference to the Confidential Information; or
• (e) is required to be disclosed pursuant to a valid law, regulation, or court order, provided that Employee gives Employer prompt written notice prior to such disclosure to allow Employer to seek a protective order or other appropriate remedy.

Permitted Use of Confidential Information

Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee's job duties for the benefit of Employer. Employee shall not use the Confidential Information for personal gain or for the benefit of any third party.

Option B: The Confidential Information may be used only as directed by the Employer, and solely to perform duties directly related to the employee's job function within the scope of employment. No other use is permitted without express written consent from the employer.

Protection of Confidential Information

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

• (a) storing Confidential Information in a secure location;
• (b) limiting access to Confidential Information to those employees who have a need to know;
• (c) using strong passwords and maintaining the confidentiality of such passwords;
• (d) refraining from discussing Confidential Information in public places;
• (e) complying with all of Employer's policies regarding data security.

Option A: Employee must adhere to industry-standard security practices, including encryption of sensitive electronic files and secure disposal of physical documents containing Confidential Information.

Option B: Employee agrees not to store or transmit Confidential Information on any personal devices or through any personal cloud storage or email accounts.

Reporting Unauthorized Disclosure

Employee shall promptly report to Employer any actual or suspected unauthorized use or disclosure of Confidential Information. Employee shall cooperate fully with Employer in any investigation of such unauthorized use or disclosure.

Duration of Confidentiality Obligations

Option A: The obligations under this Agreement shall continue during Employee's employment with Employer and for a period of [Number] years following the termination of such employment.

Option B: The obligations under this Agreement shall continue during Employee's employment with Employer and indefinitely with respect to trade secrets, as long as such information remains a trade secret under North Carolina law. With respect to all other confidential information, the obligations continue for [Number] years following the termination of employment.

Return of Confidential Information

Upon termination of employment or upon Employer's request, Employee shall promptly return to Employer all records, files, notes, and physical or electronic materials containing Confidential Information. Employee shall also return or securely destroy all company-issued devices and storage media.

Option A: Employee shall certify in writing that all Confidential Information has been returned or destroyed.

Option B: The Employer reserves the right to inspect any devices or locations reasonably believed to contain Confidential Information following the termination of employment, subject to reasonable notice and Employee's right to legal counsel.

Remedies for Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer. Employer shall be entitled to seek injunctive relief to prevent any further breach of this Agreement, in addition to any other remedies available at law or in equity, including compensatory and consequential damages and attorney's fees to the extent permitted by law.

Prohibition on Indirect Disclosure

Employee shall not indirectly disclose Confidential Information through third parties or on public platforms.

Protected Disclosures

Nothing in this Agreement shall restrict Employee's right to disclose information to government agencies or as part of whistleblower activities protected under state or federal law. This Agreement does not waive any rights under the North Carolina Retaliatory Employment Discrimination Act or other applicable statutes. This agreement does not prevent the employee from reporting potential violations of law or regulations to appropriate government agencies.

Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

This Agreement shall be binding upon and inure to the benefit of Employer's successors and assigns. Employee acknowledges that Employer may assign this Agreement to any successor to its business or assets. Employee will be notified in writing of any such assignment.

North Carolina Law

Employee acknowledges their awareness of and agreement to all North Carolina-specific statutes that impact confidentiality, including trade secret law, data breach notification requirements (if the Employer maintains "personal information" as defined by N.C. Gen. Stat. § 75-65), and any industry-specific regulations.

No Non-Compete or Non-Solicitation

This Agreement is intended solely to protect Confidential Information and does not constitute a non-compete or non-solicitation agreement. Any such agreements must be in a separate writing and comply with North Carolina law.

NLRA Rights

Nothing in this Agreement limits Employee's right to discuss terms of employment or compensation to the extent protected by the National Labor Relations Act or North Carolina law.

Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation.

Option A: If negotiation is unsuccessful, the parties agree to participate in mediation prior to initiating any legal action.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Venue and jurisdiction for any legal action arising out of or relating to this Agreement shall be exclusively in the state or federal courts located in [County Name] County, North Carolina.

Complete Agreement

This Agreement constitutes the complete understanding regarding confidentiality between the parties and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter hereof. This Agreement may only be modified in writing and duly executed by both parties.

Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be permitted and valid under North Carolina's Uniform Electronic Transactions Act.

Notice

All notices under this Agreement shall be in writing and delivered by certified mail, return receipt requested, or by a nationally recognized overnight courier service, to the addresses set forth above. Each party is responsible for notifying the other party of changes to their contact information.

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

____________________________

[Employer's Full Legal Name]

By: ____________________________

[Employer's Printed Name and Title]

____________________________

[Employee's Full Legal Name]

____________________________

Acknowledgment: Employee acknowledges that they have had the opportunity to ask questions and, if desired, seek legal counsel before signing this Agreement.