Pennsylvania employee nda template

Pennsylvania Employee Non-Disclosure Agreement

This Pennsylvania Employee Non-Disclosure Agreement ("Agreement") is made and effective as of [Date], by and between [Employer Full Legal Name], located at [Employer Full Address] ("Employer"), and [Employee Full Legal Name], residing at [Employee Full Address] ("Employee").

1. Consideration

For and in consideration of:

• Option A: the initial offer of employment to Employee by Employer.
• Option B: the continued employment of Employee by Employer.
• Option C: [Specific Additional Consideration, e.g., a bonus, promotion] provided to Employee by Employer.

the sufficiency of which is hereby acknowledged, Employer and Employee agree as follows:

2. Definition of Confidential Information

"Confidential Information" means any and all information, in whatever form or medium (whether written, oral, electronic, digital, graphic, or otherwise), that is disclosed to Employee by Employer, or that Employee learns or accesses during employment, that is not generally known to the public and that provides Employer with a competitive advantage. This includes, but is not limited to:

• Trade secrets as defined by the Pennsylvania Uniform Trade Secrets Act.
• Proprietary data, technical processes, formulas, designs, source codes, software, hardware, specifications, research and development information.
• Business and marketing plans, strategies, forecasts, sales data, market analysis.
• Customer lists, customer data, contact information, vendor lists, vendor data, pricing and contractual terms with customers and vendors.
• Financial data, budgets, cost information, profit margins.
• Specialized know-how, expertise, and skills.
• Intellectual property, including patents, copyrights, trademarks, and trade dress, whether registered or unregistered.
• Hiring practices, compensation data, employee information (subject to legal constraints).
• Research and development results, experimental data, testing data.
• Any other information that Employer designates as confidential.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is already in the public domain at the time of disclosure, or subsequently enters the public domain through no fault of Employee.
• Was rightfully received by Employee from a third party who is not under any obligation of confidentiality to Employer.
• Was already in Employee's possession prior to its disclosure by Employer, as evidenced by Employee's written records.
• Is required to be disclosed by law, court order, or government regulation, provided that Employee gives Employer prompt written notice of such required disclosure and cooperates with Employer, at Employer's expense, in seeking a protective order or other appropriate remedy to prevent or limit such disclosure, where legally permissible.

4. Permitted Use of Confidential Information

Employee may use Confidential Information solely:

• Option A: within the scope of Employee’s job duties for Employer.
• Option B: in the performance of Employee's employment-related activities for Employer.
• Option C: for other purposes specifically authorized in writing by Employer.

Employee shall not use Confidential Information for personal gain, for the benefit of any outside employment or business, or on behalf of any competitor of Employer.

5. Security Measures

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

• Using strong passwords and protecting access to computer systems and electronic files.
• Physically securing documents and other tangible materials containing Confidential Information.
• Restricting access to Confidential Information to only those employees or agents of Employer who have a need to know.
• Complying with Employer's data security policies and procedures.

6. Term of Confidentiality

The obligations of confidentiality under this Agreement shall:

• Option A: continue during Employee’s employment with Employer and for [Number] years after the termination of such employment.
• Option B: continue during Employee’s employment with Employer and indefinitely for information constituting trade secrets under the Pennsylvania Uniform Trade Secrets Act.
• Option C: continue during Employee’s employment with Employer and indefinitely for information constituting trade secrets under the Pennsylvania Uniform Trade Secrets Act, and for [Number] years after termination for all other Confidential Information.

7. Return of Materials

Upon termination of employment, or at any time upon Employer’s request, Employee shall promptly return to Employer all tangible and intangible Confidential Information, including, but not limited to, electronic files, physical documents, devices, backup copies, notes, and summaries, in Employee’s possession or control. Employee shall also certify in writing that all such materials have been returned or destroyed.

8. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer in writing of any unauthorized disclosure, breach, suspected loss, or misuse of Confidential Information. Employee shall cooperate fully with Employer in investigating and mitigating any such event, including participating in any investigation, mitigation, and breach response activities required under Pennsylvania law or Employer policy.

9. Remedies for Breach

Employee acknowledges that any breach of this Agreement may cause irreparable harm to Employer for which monetary damages may be inadequate. Employer shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity, including, but not limited to, claims for actual and consequential damages, and recovery of reasonable attorney's fees and costs.

10. Relationship to Other Agreements

This Agreement:

• Option A: is independent of any other agreements between Employer and Employee.
• Option B: is in addition to and does not supersede or modify any other agreements between Employer and Employee, including any non-competition or non-solicitation agreements.
• Option C: supersedes and replaces any prior confidentiality agreements between Employer and Employee.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Pennsylvania.

12. Mediation

Prior to initiating any legal action, the parties agree to attempt to resolve any dispute arising under this Agreement through mediation in [City, Pennsylvania], utilizing a mediator mutually agreed upon by the parties.

13. Enforceability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law. The parties intend that this Agreement be enforced as written to the maximum extent permissible under Pennsylvania law, and consent to judicial modification of any overbroad provision.

14. Whistleblower Protection

Nothing in this Agreement shall be construed to prohibit Employee from reporting violations of law to governmental authorities, cooperating with law enforcement, or exercising rights under whistleblower or anti-retaliation statutes.

15. Compliance with Pennsylvania Law

This Agreement is intended to comply with all applicable Pennsylvania statutes, including the Pennsylvania Uniform Trade Secrets Act and Pennsylvania data breach notification laws.

16. Opportunity to Consult Counsel

Employee acknowledges that Employee has had the opportunity to consult with legal counsel regarding this Agreement and is entering into it voluntarily and without duress or undue influence.

17. Industry-Specific Requirements

[If applicable: Add any industry-specific requirements or regulatory obligations unique to the employer's sector (e.g., healthcare, finance) here.]

18. Modification, Waiver, and Assignment

No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Employee may not assign this Agreement without the prior written consent of Employer.

19. 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.

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

____________________________
[Employer Representative Name]

[Employer Representative Title]

[Employer Full Legal Name]

____________________________
[Employee Full Legal Name]

Employee Signature: ____________________________

Date: ____________________________