Ohio employee nda template

Ohio Employee Non-Disclosure Agreement

This Ohio Employee Non-Disclosure Agreement ("Agreement") is made and entered into as of [Effective Date], by and between [Employer Name], a [State of Incorporation] corporation with its principal place of business at [Employer Address] ("Employer"), and [Employee Name], residing at [Employee Address] ("Employee").

1. Definition of Confidential Information

Option A: Confidential Information includes, but is not limited to, proprietary business processes, software code, trade secrets (as defined under the Ohio Uniform Trade Secrets Act), client and vendor databases, pricing strategies, marketing plans, technical data, designs, internal communications, personnel information, and any non-public operational or financial data.

Option B: Confidential Information includes any information, regardless of form, relating to the Employer's business that is not generally known to the public and provides the Employer with a competitive advantage. This includes, but is not limited to, customer lists, financial information, and research and development data.

2. Exclusions from Confidential Information

Option A: This Agreement does not apply to information that (a) is or becomes publicly available through no fault of the Employee; (b) was lawfully obtained by the Employee from a third party without a breach of any obligation of confidentiality; (c) was already known to the Employee prior to its disclosure by the Employer, as evidenced by the Employee's prior written records; or (d) is required to be disclosed by subpoena or other legal process, provided that the Employee provides prompt notice to the Employer to allow the Employer to seek a protective order or other appropriate remedy.

Option B: The obligations of confidentiality under this Agreement shall not extend to information that is (a) generally available to the public; (b) rightfully received by Employee from a third party without restriction; (c) independently developed by Employee without use of Employer’s Confidential Information.

3. Permitted Use of Confidential Information

Option A: Employee shall use the Confidential Information solely for the legitimate business purposes of the Employer and solely within the scope of Employee's employment. Employee shall not disclose, reproduce, or transfer the Confidential Information, directly or indirectly, to any third party without the prior written consent of the Employer.

Option B: Employee may access and use Confidential Information only as necessary to perform Employee's duties for Employer and in accordance with Employer's policies and procedures. Employee shall not use the Confidential Information for any personal benefit or for the benefit of any third party.

4. Security Standards and Reasonable Care

Option A: Employee shall maintain the confidentiality of the Confidential Information using at least the same degree of care as Employee uses to protect Employee's own confidential information, but in no event less than a reasonable degree of care. Employee shall comply with all of Employer’s security policies and procedures, including password protections, encryption requirements, and secure disposal of documents.

Option B: Employee agrees to implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but are not limited to, physical security, electronic security, and procedural safeguards.

5. Timeline of Obligations

Option A: The obligations of confidentiality under this Agreement shall continue during Employee's employment and for [Number] years after termination of employment. Certain categories of information, including trade secrets under Ohio law, shall be protected indefinitely.

Option B: Employee's duty to protect the Confidential Information shall continue during and after employment with Employer and shall remain in effect perpetually with respect to trade secrets as defined under Ohio law.

6. Return or Destruction of Confidential Materials

Option A: Upon termination of employment or upon the Employer's written request, Employee shall promptly return to the Employer all physical and digital materials containing Confidential Information, including from personal devices and accounts. If return is not feasible, Employee shall certify in writing the destruction and deletion of all such materials.

Option B: Upon the termination of employment or at any time Employer requests, Employee shall immediately return to Employer all documents and property of Employer, including, but not limited to, all Confidential Information, in whatever form it may exist.

7. Reporting of Unauthorized Disclosure

Option A: Employee shall immediately report to the Employer any actual or suspected unauthorized disclosure or security breach of Confidential Information. Employee shall fully cooperate with the Employer in any remedial action and legal processes.

Option B: Employee shall immediately notify Employer if Employee becomes aware of any unauthorized use or disclosure of the Confidential Information.

8. Remedies for Breach

Option A: In the event of a breach of this Agreement, the Employer shall be entitled to injunctive relief, actual and consequential damages, recovery of legal costs, and liquidated damages in the amount of [Dollar Amount], if reasonable and enforceable under Ohio law.

Option B: Employer shall be entitled to all remedies available at law or in equity, including, without limitation, injunctive relief, monetary damages, and attorneys' fees, in the event of a breach of this Agreement by Employee.

9. Acknowledgement of Liability Under OUTSA

Employee acknowledges potential criminal and civil liability for misappropriation of trade secrets under the Ohio Uniform Trade Secrets Act. If applicable, Employee acknowledges compliance with industry-specific regulations such as HIPAA.

Employee acknowledges that the unauthorized disclosure or use of trade secrets could result in significant harm to Employer and that Employee may be subject to legal action and penalties under state and federal law.

10. Reverse Engineering Prohibition

Option A: Employee shall not reverse engineer, decompile, or attempt to derive source code or proprietary methods from any Confidential Information unless expressly authorized in writing by the Employer.

Option B: Employee agrees not to disassemble, decompile, or reverse engineer any of Employer's products or Confidential Information without the express written consent of Employer.

11. Interaction with Other Agreements

This Agreement is in addition to, and does not supersede, any other agreement between the Employer and Employee, including any non-compete or non-solicitation agreements.

This Agreement is intended to complement any other agreements between Employee and Employer, and it shall not limit or diminish any rights or obligations of Employee under any other agreement.

12. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, or arbitration before resorting to litigation. Ohio law and courts shall have exclusive jurisdiction over any legal proceedings.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, Ohio].

13. Severability

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

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be interpreted to give effect to the original intent of the parties.

14. Compliance with Data Privacy Requirements

Employee shall comply with all applicable Ohio state, federal, and industry data privacy requirements, including those related to the handling of personal data and employee notification obligations under applicable statutes.

Employee shall adhere to all applicable data privacy laws, including those governing the collection, use, storage, and disclosure of personal information.

15. Modification

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

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

16. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, subject to Ohio's employment law restrictions.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

17. Voluntary Consent and Acknowledgment

Employee acknowledges that they have voluntarily and knowingly entered into this Agreement and that they have received a copy of the signed NDA.

Employee acknowledges that Employee has carefully read this Agreement and understands its terms and conditions. Employee further acknowledges that Employee is entering into this Agreement voluntarily and without coercion.

18. Periodic Review or Amendment

The scope of Confidential Information may be periodically reviewed and amended to reflect changes in the Employee's role or the Employer's proprietary information inventory.

Employer reserves the right to periodically review and update the scope of Confidential Information covered by this Agreement.

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

____________________________
[Employer Name]

By: ____________________________
[Employer Representative Name]
[Employer Representative Title]

____________________________
[Employee Name]