South Carolina employee nda template

South Carolina Employee Non-Disclosure Agreement

This South Carolina Employee Non-Disclosure Agreement (the “Agreement”) is made and effective as of this [Date], by and between [Employer Legal Name], located at [Employer Address] (“Employer”), and [Employee Legal Name], residing at [Employee Address] (“Employee”).

Definition of Confidential Information

Option A: "Confidential Information" means any and all information, whether technical or non-technical, tangible or intangible, concerning the Employer's business, including, but not limited to: technical data, inventions (whether patentable or not), trade secrets as defined by the South Carolina Trade Secrets Act (S.C. Code Ann. § 39-8-10 et seq.), business plans, financial data, marketing strategies, customer lists, vendor lists, supplier lists, employee information (including compensation), R&D records, business models, software source code, proprietary processes, customer data, pricing information, and any other information that gives the Employer a competitive advantage or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, regardless of whether such information is marked "confidential." Confidential Information includes all information received in written, oral, digital, or other tangible or intangible forms.

Option B: Confidential Information shall specifically include, without limitation, all information pertaining to:

• Financial Records: Detailed financial statements, projections, and budgets.
• Client/Customer Data: Including contact information, purchasing history, and specific needs.
• Marketing Strategies: Advertising campaigns, sales techniques, and market analysis reports.
• Product Development: Research data, design specifications, and manufacturing processes.

Option C: (For specific industries, e.g., Healthcare) Confidential Information shall also include Protected Health Information (PHI) as defined by HIPAA regulations and subject to the South Carolina Medical Records Privacy Act.

Exclusions from Confidential Information

Option A: The obligations under this Agreement shall not apply to information that: (i) is or becomes publicly available through no fault of the Employee; (ii) was already lawfully in the Employee’s possession prior to its disclosure by the Employer, as evidenced by the Employee’s written records; (iii) is independently developed by the Employee without use of or reference to the Confidential Information, as evidenced by the Employee’s written records; (iv) is lawfully received by the Employee from a third party without breach of any duty of confidentiality; or (v) is required to be disclosed by law, subpoena, or court order, provided that the Employee gives the Employer prompt written notice (where permitted by law) so that the Employer may seek a protective order or other appropriate remedy.

Option B: Information disclosed in response to a valid legal process (e.g. subpoena) is excluded only to the extent legally required and after reasonable notice has been provided to the Employer, allowing them to contest the disclosure where possible under South Carolina law.

Use and Disclosure Restrictions

Option A: The Employee agrees to use the Confidential Information solely for the purpose of performing their job duties for the Employer and for no other purpose. The Employee shall not disclose the Confidential Information to any third party without the Employer's prior written consent.

Option B: The Employee agrees not to use Confidential Information for personal gain, to benefit a competing business, or for the benefit of any third party, either during or after employment. Any use outside the direct scope of job-related duties requires explicit written permission from [Designated Employer Representative, e.g., CEO].

Standard of Care

Option A: The Employee agrees to protect the confidentiality of the Confidential Information with the same degree of care that the Employee uses to protect their own confidential information, but in no event less than a reasonable degree of care.

Option B: Specific requirements:

• Physical Storage: All physical documents containing Confidential Information must be stored in locked cabinets or secure locations.
• Electronic Storage: Electronic files containing Confidential Information must be password-protected and stored on secure company servers.
• Access Controls: Access to Confidential Information shall be limited to employees with a need to know.
• Encryption: All Confidential Information transmitted electronically must be encrypted.

Term of Confidentiality

Option A: The obligations of confidentiality under this Agreement shall continue during the Employee’s employment with the Employer and for a period of [Number] years following the termination of that employment.

Option B: Trade secrets, as defined by the South Carolina Trade Secrets Act (S.C. Code Ann. § 39-8-10 et seq.), shall be protected indefinitely. For other confidential information, the confidentiality period will be [Number] years after termination of employment.

DTSA Whistleblower Protection

Nothing in this Agreement prevents Employee from disclosing Confidential Information (as defined under 18 U.S.C. § 1839(3)) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law. Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Notification of Unauthorized Disclosure

The Employee shall immediately notify the Employer in writing upon becoming aware of any unauthorized disclosure, loss, or suspected breach of confidentiality of the Confidential Information. The Employee shall cooperate fully with the Employer in any remedial actions taken to mitigate the breach.

Return of Confidential Information

Option A: Upon termination of employment or upon the Employer’s earlier request, the Employee shall immediately return to the Employer all physical and electronic materials containing Confidential Information, including originals and copies.

Option B: Alternatively, the Employee may, at the Employer's option, securely destroy all such materials and certify in writing to the Employer that such destruction has been completed. The method of secure destruction must be approved in advance by [Designated Employer Representative, e.g., IT Director].

Waiver

The failure of the Employer to enforce any provision of this Agreement shall not constitute a waiver of any future right to enforce such provision or any other provision of this Agreement.

Remedies

Option A: The Employee acknowledges that any breach of this Agreement may cause irreparable harm to the Employer for which monetary damages may be inadequate. The Employer shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Option B: In addition to injunctive relief, the Employer shall be entitled to recover actual and consequential damages, reasonable attorneys’ fees, and litigation expenses incurred in enforcing this Agreement. Statutory remedies under S.C. Code § 39-8-30, 39-8-40 (South Carolina Uniform Trade Secrets Act) shall also apply. Liquidated damages of [Dollar Amount] may be sought in the event of breach of confidentiality regarding [Specific Category of Information, e.g., Customer Lists]. (Note: Liquidated damages must be reasonable and not a penalty under South Carolina law).

Governing Law and Venue

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

Arbitration/Mediation

Option A: (Binding Arbitration) Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [City, State].

Option B: (Mediation) Prior to initiating any legal action, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through mediation, conducted in [City, State] and facilitated by a mutually agreed-upon mediator.

Option C: (No Arbitration/Mediation) The parties agree that any dispute arising out of or relating to this agreement will be resolved in a court of competent jurisdiction as specified above.

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.

Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Prior Agreements

The Employee represents and warrants that they are not subject to any prior agreements or obligations that would conflict with their obligations under this Agreement.

No Intellectual Property Rights Granted

Nothing in this Agreement shall be construed to grant the Employee any intellectual property rights, license, or ownership interest in any Confidential Information, except as necessary to perform their employment duties.

Compliance with Laws

This Agreement is intended to comply with all applicable South Carolina laws, including privacy laws and personnel record laws, as well as relevant industry regulations (e.g., HIPAA, GLBA) applicable to the Employer's business.

Reverse Engineering Prohibition

The Employee shall not reverse engineer, decompile, or disassemble any software or technology included in the Confidential Information.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered or sent by certified mail, return receipt requested, to the addresses set forth above (or to such other address as a party may designate by notice to the other party). Email notice is acceptable, with confirmation of receipt, to [Employer Email Address] and [Employee Email Address].

Data Breach Response

In the event of a suspected or actual data breach involving Confidential Information, the Employee shall comply with all applicable provisions of the South Carolina data security breach notification statutes (S.C. Code Ann. § 39-1-90) and the Employer's data breach response plan.

Human Affairs Law and Whistleblowing

Nothing in this Agreement shall prevent the Employee from making lawful disclosures under the South Carolina Human Affairs Law or applicable whistleblowing statutes.

Post-Employment Obligations

The Employee’s obligation not to use or disclose Confidential Information shall continue after termination of employment and shall not be used for any competitive or adverse purpose.

No Employment Contract

This Agreement is not an employment contract and does not alter the at-will employment relationship between the Employer and the Employee, unless expressly stated otherwise in a separate, written employment agreement.

Customization and Enforceability

The parties acknowledge that the terms of this Agreement, including the duration of confidentiality and the definition of Confidential Information, are specifically tailored to the Employee's job duties, access level, and the Employer's specific business risks. The parties intend that all terms shall be strictly construed to be reasonable and enforceable under South Carolina law.

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]

Signature: ____________________________