North Dakota employee nda template

North Dakota Employee Non-Disclosure Agreement

This North Dakota Employee Non-Disclosure Agreement (this “Agreement”) is made and entered into as of [Date] by and between [Employer Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address], hereinafter referred to as "Employer," and [Employee Full Legal Name], residing at [Employee Address], and employed as [Employee Job Title], hereinafter referred to as "Employee."

1. Definition of Confidential Information

Confidential Information means any and all information of Employer or its affiliates that is not generally known to the public, including but not limited to:

• Technical Data:
  • Option A: Inventions, discoveries, ideas, research, specifications, models, designs, prototypes, software (source code and object code), databases, schematics, and know-how.
  • Option B: Exclude specific technical data: Except for [Specify Excluded Technical Data].
• Trade Secrets: Information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes, that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, as defined under the North Dakota Uniform Trade Secrets Act (NDCC Chapter 47-25.1).
• Proprietary Business Methods:
  • Option A: Including but not limited to Employer’s unique business processes, strategic planning, and market analysis.
  • Option B: Limited to Employer’s [Specific Business Method].
• Client or Customer Identities and Contact Details: Names, addresses, phone numbers, email addresses, and other contact information of Employer's clients or customers.
• Business Strategies: Strategic plans, marketing plans, sales strategies, and expansion plans.
• Financial Records: Financial statements, balance sheets, income statements, budgets, forecasts, and pricing information.
• Employee Lists: Lists of employees, employee compensation information, and employee performance reviews.
• Pricing Information: Cost data, pricing structures, discounts, and sales terms.
• Product Development Details: Information regarding the development of new products or services.
• Marketing Plans: Marketing strategies, advertising campaigns, and promotional materials.
• Operational Manuals: Standard operating procedures, training manuals, and process documentation.
• Software Source Code: Source code for any software owned or licensed by Employer.
• Digital Assets: Digital content, graphics, logos, and trademarks.
• Any Information: Any information shared verbally, electronically, or in writing during employment that a reasonable person would understand to be confidential.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through no fault of Employee.
• Is independently obtained or developed by Employee without reference to or use of Employer’s Confidential Information.
• Is disclosed with Employer’s prior written consent.
• Is required to be disclosed by law, regulation, or court order, provided that Employee gives Employer prompt written notice of such required disclosure to allow Employer to seek a protective order or other appropriate remedy.

3. Use of Confidential Information

• Employee shall use Confidential Information solely for the purpose of performing Employee’s assigned work duties for Employer.
• Employee shall not use or disclose Confidential Information for any personal benefit, for the benefit of any third party, or outside the course of Employee’s employment with Employer.

4. Protection of Confidential Information

Employee shall:

• Use all reasonable measures and industry-appropriate safeguards to prevent unauthorized access, copying, dissemination, or storage of Confidential Information.
• Handle documents containing Confidential Information securely.
• Protect electronic data containing Confidential Information according to North Dakota standards for business data security.
• Report any suspected or actual data breach involving Confidential Information immediately to Employer.

5. Duration of Confidentiality

• Confidential Information shall be kept confidential during Employee’s employment with Employer.
• After termination of employment, Employee’s obligation to keep Confidential Information confidential shall continue for a period of [Number] years, except that trade secrets, as defined under the North Dakota Uniform Trade Secrets Act (NDCC Chapter 47-25.1), must be protected for as long as they remain trade secrets.

6. Return of Confidential Information

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

• Return to Employer all physical and electronic materials containing Confidential Information.
• Irreversibly destroy any copies of Confidential Information in Employee’s possession or control.
• Certify in writing that Employee has complied with the requirements of this section.

7. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer in the event of any unauthorized disclosure, suspected breach, or other incident involving Confidential Information and shall assist Employer in mitigating and remediating such incident.

8. Remedies for Breach

• Employer shall be entitled to seek injunctive relief in North Dakota courts to prevent or restrain any breach or threatened breach of this Agreement by Employee.
• Employer shall be entitled to recover from Employee any actual damages suffered by Employer as a result of Employee’s breach of this Agreement.
• Employer shall be entitled to recover its attorney’s fees and costs incurred in enforcing this Agreement, as permitted by North Dakota law.

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict of laws principles. Venue and jurisdiction for any disputes arising out of or relating to this Agreement shall be exclusively in the state courts located in [Name of County] County, North Dakota.

10. Interpretation

This NDA shall be interpreted in accordance with North Dakota employment law and the North Dakota Uniform Trade Secrets Act, not restrict lawful employee mobility, and not impede rights or disclosures protected by law, such as the Defend Trade Secrets Act “whistleblower” immunity.

11. Compliance with North Dakota Law

Nothing in this Agreement is intended to violate North Dakota’s public policy or labor statutes, such as limits on non-compete or overbroad confidentiality that might unreasonably impede an employee’s right to work.

12. Data Privacy

Employee understands and agrees to comply with all applicable North Dakota cybersecurity and personal information practices, especially if Employee has access to sensitive third-party data.

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. Amendment

This Agreement may be amended only by a written instrument signed by both Employer and Employee.

15. Assignment

This Agreement may be assigned by Employer to any successor in interest. Employee may not assign this Agreement.

16. Existing Agreements

This Agreement is not meant to replace but may supplement any existing non-compete, invention assignment, or intellectual property agreements between Employer and Employee. Conflicts, if any, shall be resolved per North Dakota law.

17. Scope of Confidentiality

The language and obligations of this Agreement are customized for the specific industry, job function, and level of access Employee has to Confidential Information, reflecting the narrowest scope necessary to protect legitimate business interests under North Dakota legal standards and avoid being overbroad or unenforceable.

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

[Employer Full Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Full Legal Name]

Signature: ____________________________