South Dakota employee nda template

South Dakota Employee Non-Disclosure Agreement

This South Dakota Employee Non-Disclosure Agreement (the "Agreement") is made and entered into as of this [Effective Date], 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").

Employer Contact Information:

• Address: [Employer Address]
• Phone: [Employer Phone]
• Email: [Employer Email]

Employee Contact Information:

• Address: [Employee Address]
• Phone: [Employee Phone]
• Email: [Employee Email]

1. Definition of Confidential Information

"Confidential Information" means any and all information, in whatever form (written, oral, electronic, visual, or other tangible or intangible form), disclosed by Employer to Employee or otherwise learned by Employee during the course of employment, that is not generally known to the public and that relates to Employer's business, including, but not limited to:

• Option A: Trade secrets as defined under the South Dakota Uniform Trade Secrets Act (SD Codified Laws Chapter 37-29).
• Option B: Business plans, strategies, forecasts, and models.
• Option C: Unpublished financial data, including revenue, profit, and expense information.
• Option D: Customer lists, vendor lists, contact information, and relationships.
• Option E: Pricing strategies, marketing materials, and sales plans.
• Option F: Source code, object code, algorithms, databases, and other intellectual property.
• Option G: Operational procedures, manufacturing processes, and technical specifications.
• Option H: Human resources data, including employee salaries, benefits, and performance reviews.
• Option I: Payroll data and related employee financial information.
• Option J: Training materials, manuals, and procedures.
• Option K: Business strategies, market analysis, and competitive intelligence.
• Option L: Any other information designated as confidential by Employer.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Option A: Is or becomes generally available to the public through no fault of Employee.
• Option B: Is independently developed by Employee without use of Employer's Confidential Information, and Employee can provide documented proof of such independent development.
• Option C: Is lawfully obtained by Employee from a third party who is not bound by any confidentiality obligation to Employer.
• Option D: Is required to be disclosed by law, regulation, or court order, provided that Employee gives Employer prompt written notice of such requirement to the extent legally permissible, allowing Employer to seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Employee shall use the Confidential Information solely for the purpose of performing Employee’s assigned job responsibilities for the benefit of Employer.

• Employee shall not use or disclose the Confidential Information for any personal benefit or for the benefit of any third party, without Employer's prior written consent.

4. Data Protection and Security

Employee shall take all reasonable steps to protect the Confidential Information from unauthorized use, access, disclosure, or loss.

• Option A: Employee will comply with Employer’s data security policies and procedures, including those related to electronic storage, access controls, data retention, and recordkeeping.
• Option B: Employee acknowledges South Dakota’s Computer Crime laws and shall comply with all applicable laws and regulations regarding data security and privacy.
• Option C: Employee shall immediately report to Employer any suspected or actual breach of data security involving Confidential Information.

5. Obligations During and After Employment

Employee’s obligations under this Agreement shall continue both during Employee’s employment with Employer and after the termination of such employment, regardless of the reason for termination.

• Employee shall not, during or after employment, directly or indirectly, use or disclose any Confidential Information without Employer's prior written consent.
• Option A: The confidentiality obligations shall continue for a period of [Number] years following the termination of Employee's employment.
• Option B: With respect to trade secrets, as defined under SD Codified Laws Chapter 37-29, the confidentiality obligations shall continue in perpetuity.

6. Return of Confidential Information

Upon termination of employment, or at any time upon Employer's request, Employee shall immediately return to Employer all physical and electronic copies of Confidential Information, including but not limited to documents, data files, computer equipment, access media, and credentials.

• Employee shall certify in writing that all such Confidential Information has been returned or destroyed.

7. Notification of Breach

Employee shall immediately notify Employer if Employee becomes aware of any actual or potential loss, breach, misuse, or unauthorized access or disclosure of Confidential Information.

• Employee shall cooperate fully with Employer in investigating and remediating any such event.

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 further harm, in addition to any other remedies available at law or equity, including actual and consequential damages and attorneys’ fees (to the extent permitted by South Dakota law).
• Option B: Employer may refer any breach of this Agreement for criminal prosecution under applicable South Dakota statutes.

9. Whistleblower Protection

Nothing in this Agreement shall prevent Employee from reporting possible violations of law to any governmental agency or entity, or from making other disclosures that are protected under whistleblower statutes or regulations, including the Defend Trade Secrets Act.

• Employer will not retaliate against Employee for any lawful disclosure protected by law.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws principles.

• Option A: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, South Dakota.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.

11. 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.

12. 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.

13. Amendment

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

14. At-Will Employment

This Agreement does not alter the at-will nature of Employee's employment with Employer. Employee's employment may be terminated at any time, with or without cause or notice, by either Employer or Employee, except as otherwise expressly agreed in writing.

15. Acknowledgement

Employee acknowledges that Employee has carefully read this Agreement, understands its terms and conditions, and has had the opportunity to seek independent legal advice before signing it.

• Employee voluntarily enters into this Agreement, intending to be legally bound by its terms.

16. Policy Updates and Training

Employee agrees to comply with all future updates to Employer's confidentiality policies and to participate in any required training related to data security and protection of Confidential Information.

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 Full Legal Name]