Utah employee nda template

Utah Employee Non-Disclosure Agreement

This Utah Employee Non-Disclosure Agreement ("Agreement") is made and entered into as of [Date], by and between [Employer Full Legal Name], a [State of Incorporation] corporation with its principal place of business at [Employer Full Address] ("Employer"), and [Employee Full Legal Name], residing at [Employee Full Address], whose job title is [Employee Job Title] ("Employee").

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by Employer to Employee, or to which Employee gains access, in any form, whether written, electronic, oral, visual, or physical, that relates to Employer’s business, including, but not limited to:

• Trade secrets, as defined by the Utah Uniform Trade Secrets Act.
• Proprietary methods, technical data, source code, algorithms.
• Process manuals, product designs.
• Current and prospective client and vendor information.
• Marketing and business strategies.
• Research and development plans.
• Financial data, personnel information.
• Software, unpublished patent applications.
• Information disclosed in written, electronic, oral, visual, or physical form.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already in Employee’s lawful possession prior to disclosure by Employer, provided such possession was not the result of a prior breach of any duty of confidentiality.
• Is independently developed by Employee without reference to Employer’s Confidential Information.
• Is lawfully obtained from a third party who is not bound by any confidentiality obligation to Employer.
• Is or becomes publicly available through no fault of Employee.
• Is disclosed pursuant to a valid court order or other legal requirement, provided that Employee provides Employer with prompt written notice to allow Employer to seek a protective order or other appropriate remedy (unless prohibited by law).

3. Use and Non-Disclosure Obligations

Employee agrees to the following:

• To use the Confidential Information solely for the purpose of performing Employee's defined job duties for Employer’s benefit.
• Not to use the Confidential Information for Employee's own benefit or the benefit of any third party.
• To protect the Confidential Information from unauthorized access, use, or disclosure.
• Not to reproduce, disseminate, or directly or indirectly use the Confidential Information except as authorized by Employer.
• Not to reverse engineer, decompile, or disassemble any Confidential Information that is in software or other tangible form.

4. Protection of Confidential Information

Employee agrees to take commercially reasonable measures to protect Confidential Information, including:

• Storing Confidential Information securely, whether in physical or electronic form.
• Using password protection and other security measures to protect electronic Confidential Information.
• Limiting access to Confidential Information to authorized persons only.

5. Term of Confidentiality

The obligations of confidentiality under this Agreement:

• Option A: Shall continue during Employee's employment with Employer and for [Number] years after the termination of Employee’s employment.
• Option B: Shall continue during Employee's employment with Employer and indefinitely for information constituting a trade secret under the Utah Uniform Trade Secrets Act.

6. Return of Confidential Information

Upon termination of employment or at Employer’s request, Employee shall:

• Promptly return to Employer all Confidential Information, in whatever form, including all copies.
• Alternatively, with Employer’s written consent, securely destroy all Confidential Information and certify such destruction in writing to Employer.
• Delete all digital records of Confidential Information from any personal devices and cloud accounts.

7. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer in the event of any unauthorized disclosure or suspected breach of this Agreement and shall fully cooperate with Employer’s investigation of any such event.

8. Remedies for Breach

Employee acknowledges that any breach of this Agreement may cause irreparable harm to Employer and agrees that Employer shall be entitled to:

• Injunctive relief to prevent further breach.
• Actual and consequential damages.
• Reasonable attorney’s fees and costs incurred in enforcing this Agreement.
• Any other remedies available under Utah law, including remedies under the Utah Uniform Trade Secrets Act.

9. Whistleblower Protection

Nothing in this Agreement shall be construed to prohibit Employee from reporting possible violations of law to any governmental agency or entity, or from disclosing trade secrets in confidence to a government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee is not required to obtain prior authorization from Employer to make any such report or disclosure, and Employee shall be immune from liability under state or federal law for such disclosures, provided that Employee makes the disclosure in compliance with the provisions of 18 U.S.C. § 1833(b).

10. No Restriction on Lawful Discussion

Nothing in this Agreement shall restrict Employee's right to discuss wages, hours, or other terms and conditions of employment to the extent permitted by Utah law and the National Labor Relations Act.

11. Relationship to Other Agreements

This Agreement is separate and distinct from any non-compete, non-solicitation, or non-disparagement agreement that Employee may have with Employer. This Agreement is not a non-compete agreement. The enforceability of any non-compete, non-solicitation, or non-disparagement agreement shall be determined independently under applicable Utah law.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any 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, Utah, or, at Employer's option, through binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association.

13. 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.

14. 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. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

15. Employee Acknowledgment

Employee acknowledges that Employee has received a copy of this Agreement, has had an opportunity to review it, and understands its terms and conditions. Employee further acknowledges that Employee has been advised of the opportunity to seek independent legal counsel prior to signing this Agreement.

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

Employer:

By: [Employer Printed Name]

Title: [Employer Job Title]

Signature: ____________________________

Date: [Date]

Employee:

By: [Employee Printed Name]

Title: [Employee Job Title]

Signature: ____________________________

Date: [Date]