Rhode Island employee nda template

Rhode Island Employee Non-Disclosure Agreement

This Rhode Island Employee Non-Disclosure Agreement (this "Agreement") is made and effective as of [Effective Date],

BETWEEN:

[Employer Legal Name], a [Employer Type, e.g., Corporation] with its principal place of business at [Employer Address] ("Discloser"),

AND:

[Employee Legal Name], residing at [Employee Address] ("Recipient").

WHEREAS, Discloser possesses certain Confidential Information (as defined below); and

WHEREAS, Discloser desires to protect the Confidential Information from unauthorized disclosure or use; and

WHEREAS, Recipient is or will be employed by Discloser and will have access to the Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definition of Confidential Information

Confidential Information means any and all information disclosed by Discloser to Recipient, whether orally, visually, in writing, electronically, or in any other form, that is not generally known to the public and that relates to Discloser’s business, including, but not limited to:

• Proprietary technology, trade secrets as defined under the Rhode Island Uniform Trade Secrets Act (UTSA).
• Business operations, internal policies, financial data, marketing strategies.
• Customer and supplier lists, personal information of clients or employees (in line with Rhode Island data protection and privacy statutes).
• Research and development projects, source code, invention disclosures, manufacturing processes.
• Any information disclosed in written, oral, electronic, or other tangible or intangible forms.

Exclusions from Confidential Information

This Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Recipient.
• Was rightfully known to Recipient prior to its disclosure by Discloser, as evidenced by Recipient's written records.
• Is rightfully received by Recipient from a third party who is not bound by any confidentiality obligation to Discloser.
• Is required to be disclosed by law, regulation, court order, or subpoena, provided that Recipient gives Discloser prompt written notice of such required disclosure to allow Discloser to seek a protective order or other appropriate remedy.

Permitted Use of Confidential Information

Recipient may use the Confidential Information solely for the purpose of performing Recipient's duties as an employee of Discloser and for the benefit of Discloser's business. Recipient shall not use the Confidential Information for any other purpose, including, but not limited to, personal gain or the benefit of any third party, including current or future employers, recruiters, or contractors.

Recipient shall not share, sell, or transfer Confidential Information to any third parties.

Employee Obligations

Recipient agrees to:

• Exercise at least reasonable care to protect the confidentiality of the Confidential Information, in accordance with Rhode Island expectations.
• Implement and maintain appropriate access controls and secure password management.
• Refrain from making unauthorized downloads or physical copies of the Confidential Information.
• Securely store all physical and digital materials containing Confidential Information.
• Refrain from storing or transmitting Confidential Information outside of Discloser-approved systems.

Term of Confidentiality

The obligations of confidentiality under this Agreement shall continue during Recipient’s employment with Discloser and for a period of [Number] years following the termination of such employment. In the case of trade secrets as defined by Rhode Island law, the obligations of confidentiality shall continue for as long as the information qualifies as a trade secret under applicable law.

Return of Confidential Information

Upon termination of Recipient's employment with Discloser, or at any time upon Discloser's written request, Recipient shall promptly return to Discloser, or certify the destruction of, all Confidential Information, including all documents, records, electronic media, and any other tangible or intangible materials containing Confidential Information, and delete all such information from any personal devices or accounts.

Notification of Unauthorized Disclosure

Recipient shall immediately notify Discloser of any unauthorized disclosure, suspected breach, or loss of Confidential Information. Recipient shall cooperate fully with Discloser in any investigation, containment, mitigation, and remedial action related to such unauthorized disclosure or breach, consistent with Rhode Island data breach notification laws.

Remedies

Discloser shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity. Recipient agrees that monetary damages may not be a sufficient remedy for a breach of this Agreement and that Discloser shall be entitled to specific performance. Discloser shall also be entitled to recover from Recipient all actual and consequential damages, including attorneys' fees and costs, arising from any breach of this Agreement. Discloser may also pursue any statutory remedies available under Rhode Island law for misappropriation of trade secrets or breach of contract. Any breach of this agreement may also result in disciplinary action, up to and including termination of employment for cause.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they agree to attempt to resolve the dispute through mediation before resorting to litigation. Any litigation arising out of or relating to this Agreement shall be brought in the state or federal courts located in Rhode Island, and Rhode Island law shall govern the interpretation and enforcement of this Agreement.

Compliance with Laws

This Agreement is intended to comply with all applicable Rhode Island and federal statutes, including the Rhode Island Uniform Trade Secrets Act (UTSA), the Rhode Island Identity Theft Protection Act, and any relevant industry-specific regulations (e.g., HIPAA for health sector or FERPA for educational institutions). Nothing in this Agreement shall be construed to restrict Recipient's rights under Rhode Island or federal whistleblower protections, labor laws, or the National Labor Relations Act (NLRA). Recipient retains the right to report violations of law to government agencies, participate in protected activity, or disclose information to legal counsel or regulatory authorities as allowed by law.

Severability

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

Integration and Amendment

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

Assignment

• Option A: This Agreement may not be assigned by Recipient without the prior written consent of Discloser.
• Option B: Discloser may assign this Agreement to any successor to its business or assets.

Post-Employment Restrictions Clarification

Nothing in this agreement prevents the employee from earning a living after separation of employment. It only serves to protect Discloser's confidential information for the specified period, subject to the terms and conditions herein.

Acknowledgement

Recipient acknowledges that Recipient has had the opportunity to review this Agreement with legal counsel and understands the terms and conditions contained herein.

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

____________________________

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

____________________________

[Employee Legal Name]