Oregon employee nda template

Oregon Employee Non-Disclosure Agreement

This Oregon Employee Non-Disclosure Agreement ("Agreement") is made and entered into as of this [Date of Signing], 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").

Preamble

Employer employs Employee in Oregon. In the course of Employee’s employment, Employee will have access to Confidential Information belonging to Employer. Employer desires to protect its Confidential Information, and Employee acknowledges that the protection of such information is essential to Employer's business success in Oregon.

• Option A: Employee acknowledges that access to the Confidential Information is part of the consideration for their employment.
• Option B: Employee acknowledges receiving separate consideration (e.g., a signing bonus) for agreeing to the terms of this Agreement, which is distinct from and in addition to their regular salary.

1. Definition of Confidential Information

"Confidential Information" means any and all information of Employer or any of its subsidiaries or affiliates that is not generally known to the public and that is obtained by or disclosed to Employee in connection with Employee’s employment in Oregon. This includes, but is not limited to:

• Trade secrets as defined by the Oregon Uniform Trade Secrets Act (OUTSA).
• Non-public business plans, strategies, and forecasts.
• Technical processes, formulas, designs, and specifications.
• Proprietary formulas, source code, algorithms, and software.
• Customer lists, customer data, and customer preferences.
• Supplier data, including supplier pricing and agreements.
• Non-public financial information, including revenue, expenses, and profit margins.
• Marketing strategies, pricing strategies, and sales data.
• Employee personal information (subject to Oregon privacy regulations).
• Product prototypes, research and development materials, and experimental data.
• Internal policies, procedures, and training materials.
• Business records, documents, and communications.
• All information in written, oral, electronic, graphical, and online forms provided by or accessible to the Employee within Oregon.

• Option A: Confidential Information also includes information received from third parties that Employer is obligated to treat as confidential.
• Option B: Confidential Information does not include general business knowledge or industry expertise acquired by Employee prior to or during their employment.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of Employee or breach of this Agreement.
• Is legitimately received by Employee from a third party who has the right to disclose it without restriction.
• Was lawfully known to Employee prior to their employment with Employer, as evidenced by written records.
• Is required to be disclosed by law, regulation, subpoena, or court order in Oregon, provided that Employee gives Employer prompt written notice of such requirement (unless prohibited by law) so that Employer may seek a protective order or other appropriate remedy.

• Option A: The employee agrees to cooperate with the employer in seeking such protective order.
• Option B: The employer will reimburse the employee for reasonable legal fees incurred in connection with complying with a lawful subpoena, unless the employee's actions gave rise to the subpoena.

3. Use and Disclosure Restrictions

Employee agrees to use Confidential Information solely for the purpose of performing Employee’s duties for Employer's benefit under the Oregon employment agreement.

• Option A: Employee shall not, directly or indirectly, use, disclose, transfer, copy, sell, or otherwise exploit Confidential Information for Employee’s personal gain or for the benefit of any third party, either during or after Employee’s employment with Employer.
• Option B: With prior written approval from [Job Title], Employee can use certain Confidential Information to further their career at another organization. The information permitted for use will be determined on a case-by-case basis.

4. Protection of Confidential Information

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

• Using strong passwords and protecting access to computer systems and networks.
• Storing confidential documents and data in secure locations, both physical and digital.
• Restricting access to Confidential Information to those employees and third parties who have a legitimate need to know such information.
• Complying with all Employer data security and personal information protection policies applicable in Oregon, including policies regarding the Oregon Consumer Information Protection Act (OCIPA).
• Immediately reporting any suspected breaches of data security.

• Option A: Employee agrees to participate in mandatory data security training provided by Employer.
• Option B: Employee is responsible for maintaining up-to-date knowledge of Oregon data security laws and best practices.

5. Term and Survival

This Agreement shall become effective as of the Effective Date and shall continue during Employee’s employment with Employer and for a period of [Number] years thereafter.

• Option A: The obligations regarding trade secrets shall continue as long as the information remains a trade secret under Oregon law.
• Option B: The obligations regarding employee personal information shall continue indefinitely.

6. Return of Confidential Information

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 documents, data, and other materials containing or reflecting Confidential Information, in whatever form.

• Option A: If requested by Employer, Employee shall certify in writing that Employee has returned or destroyed all Confidential Information.
• Option B: Employee may retain a copy of this Agreement and their employment agreement.

7. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer if Employee becomes aware of any unauthorized access, loss, theft, or disclosure of Confidential Information. Employee shall cooperate in good faith with Employer in investigating and mitigating any such event.

• Option A: Employee's cooperation will include providing truthful statements and assistance in any legal proceedings.
• Option B: Employee's cooperation will not require them to incur any personal expenses.

8. Remedies for Breach

Employee acknowledges that any breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate.

• Option A: Employer shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity, including actual and consequential damages.
• Option B: The parties agree that in the event of a breach of this agreement by the Employee, the Employee will pay liquidated damages of [Dollar Amount] to the Employer.

9. Whistleblower Protection and Protected Rights

Nothing in this Agreement shall be construed to restrict Employee’s right to disclose information to government agencies or participate in investigations as protected by Oregon whistleblower, labor, or anti-retaliation statutes (ORS 659A). Furthermore, nothing in this agreement prevents the employee from reporting unlawful conduct.

• Option A: Employee must provide notice to Employer of any planned disclosure to a government agency, unless prohibited by law.
• Option B: The Parties acknowledge the Employee's right to consult with legal counsel regarding their rights and obligations under this Agreement.

10. Oregon Workplace Fairness Act

Nothing in this Agreement shall restrict the disclosure of information related to discrimination, harassment, or unlawful conduct to the extent prohibited by the Oregon Workplace Fairness Act (ORS 659A.370), unless the Employee prefers and requests confidentiality as provided by law.

• Option A: Employer will provide Employee with information about their rights under the Oregon Workplace Fairness Act.
• Option B: Employee understands they have the right to consult with an attorney before signing this Agreement.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. The venue for any dispute arising out of or relating to this Agreement shall be in the state and federal courts located in [County Name] County, Oregon.

• Option A: Prior to initiating any legal action, the parties agree to attempt to resolve any dispute through good faith negotiation.
• Option B: If negotiation fails, the parties agree to participate in mediation in Oregon before resorting to litigation or arbitration.

12. Entire Agreement and Severability

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

• Option A: Any amendment to this agreement must be in writing and signed by both parties.
• Option B: The employer reserves the right to seek additional protections as technology or business practices evolve, subject to Employee's written consent to any amendment with explicit reference to Oregon law.

13. Non-Compete, Non-Solicitation, and Invention Assignment

This Agreement is limited to confidentiality obligations and does not include any non-compete, non-solicitation, or invention assignment terms.

• Option A: If non-compete, non-solicitation, or invention assignment terms are required, they will be contained in a separate agreement that complies with Oregon law.
• Option B: Employee acknowledges that the Employer may, in the future, present them with separate agreements regarding non-competition, non-solicitation, or invention assignment.

14. Oregon Data Protection and Privacy Compliance

All data protection, privacy, and employee information handling terms comply with applicable provisions of the Oregon Consumer Information Protection Act (ORS 646A), sector-specific state regulations, and best practices for Oregon-based employers and employees.

• Option A: Employer will provide training to Employee on relevant data protection and privacy laws.
• Option B: Employee is responsible for adhering to all applicable data protection and privacy laws.

15. Additional Compliance Requirements

Employee's role may trigger additional compliance requirements, such as handling Personal Health Information (PHI) under HIPAA with Oregon addenda, or student data under Oregon education laws, if applicable.

• Option A: Employee will receive specific training on any additional compliance requirements applicable to their role.
• Option B: Employer will provide access to all relevant policies and procedures related to these requirements.

16. Confidentiality Policy Administration

The [Job Title] will administer and communicate confidentiality policies in Oregon. The process for updating policies is [Process Description]. Oregon employees will acknowledge updated policies through [Acknowledgement Method].

• Option A: The employee is responsible for staying informed about policy updates.
• Option B: The employer will provide notice of any changes to confidentiality policies.

17. Oregon Workplace Transparency Act

Nothing in this NDA prohibits lawful wage, workplace condition, or labor law discussions under the Oregon Workplace Transparency Act.

• Option A: The employer encourages open communication about wages and working conditions.
• Option B: Employee agrees to respect the privacy of other employees when discussing wages.

[EMPLOYER LEGAL NAME]

By: [Employer Representative Name]

Title: [Employer Representative Title]

Date: [Date]

[EMPLOYEE FULL LEGAL NAME]

Signature: ____________________________

Date: [Date]

Employee acknowledges receipt of a copy of this Agreement.