Vermont employee nda template

Vermont Employee Non-Disclosure Agreement (NDA)

This Vermont Employee Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this [Date of Signing], by and between [Employer Name], located at [Employer Address] (“Employer”), and [Employee Name], residing at [Employee Address] (“Employee”).

Preamble

Option A: Employee is employed by Employer as a [Job Title], commencing on [Start Date]. This Agreement supplements the terms of Employee’s employment.

Option B: Employee is engaged by Employer as an independent contractor/consultant. This Agreement governs the handling of Confidential Information. Nothing in this agreement shall be construed to imply employee status.

Definition of Confidential Information

"Confidential Information" means any and all information disclosed by Employer to Employee or otherwise learned by Employee during the course of employment or engagement, that is not generally known to the public, including but not limited to:

• Company business plans, strategies, and forecasts.
• Trade secrets as defined by Vermont Uniform Trade Secrets Act (9 V.S.A. § 4601).
• Proprietary technology, software code, algorithms, and documentation.
• Processes, know-how, methods, and techniques.
• Financial data, including revenue, costs, profits, and pricing.
• Marketing strategies, campaigns, and materials.
• Customer lists, contact information, and purchasing history.
• Supplier lists, agreements, and pricing.
• Internal policies, procedures, and training materials.
• Product designs, specifications, and prototypes.
• Research activities, findings, and data.
• Business methods, models, and strategies.
• Pricing, discounts, and sales terms.
• Employee information, including salaries, performance reviews, and personnel records.
• Communications, whether oral, written, or electronic.
• All forms and mediums of information transmission.
• Materials labeled or identified as confidential.

Exclusions from Confidential Information

The obligations under this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of Employee.
• Was lawfully known to Employee prior to its disclosure by Employer.
• Is lawfully obtained by Employee from a third party who is not under a duty of confidentiality to Employer.
• Is required to be disclosed by law, subpoena, court order, or government regulation.

Option A: Employee shall provide Employer with prompt written notice of any such required disclosure, if legally permissible, to allow Employer to seek a protective order or other appropriate remedy.

Option B: Employee must immediately comply with the law without notifying the Employer due to [reason].

Purpose of Disclosure and Use

Employee shall use Confidential Information solely for the purpose of performing Employee’s job duties as defined by their job description or written instructions from Employer.

Employee shall not use Confidential Information for Employee’s personal benefit, for reverse engineering, or for any outside activities, including future employment or competition with Employer.

Data Security and Privacy

Employee shall comply with all applicable Vermont data security and privacy laws, including the Vermont Data Breach Notification Law (9 V.S.A. § 2435).

Employee shall implement and maintain reasonable and industry-appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Confidential Information.

Reporting Unauthorized Disclosure

Employee shall promptly report to Employer any unauthorized access, loss, disclosure, or misuse of Confidential Information.

Employee shall cooperate fully with Employer in investigating and mitigating any such incident, as required under Vermont law.

Return or Destruction of Confidential Materials

Upon termination of employment or upon Employer’s written request, Employee shall immediately return or destroy all physical and electronic Confidential Information, notes, and copies, including backup and cloud-stored files, email, and device data.

Option A: Upon request, Employee shall provide Employer with a written certification of destruction.

Option B: Employee must delete but not physically destroy.

Duration of Confidentiality Obligation

Employee’s obligations under this Agreement shall commence upon Employee’s first receipt of Confidential Information and shall continue through all employment or service and shall survive termination of employment for:

Option A: A period of [Number] years.

Option B: As long as the information qualifies as a trade secret under the Vermont Uniform Trade Secrets Act, whichever is longer.

Restrictive Covenant

This Agreement is not a non-compete agreement as restricted by Vermont law (21 V.S.A. § 495h). Employee's only obligations are limited to non-solicitation (where lawful) and non-disclosure duties as described herein.

Whistleblower Carve-Out

Nothing in this Agreement shall prevent Employee from reporting possible violations of law to law enforcement or regulatory agencies, or from discussing wages or workplace conditions as protected under Vermont and federal labor law.

Remedies for Breach

Employer shall be entitled to injunctive relief (pursuant to the powers of Vermont courts) to prevent or restrain any breach or threatened breach of this Agreement.

Employee shall be liable for monetary damages, including actual and consequential damages, resulting from any breach of this Agreement.

Option A: Employer shall be entitled to recover reasonable attorneys’ fees incurred in enforcing this Agreement.

Option B: Employer will be entitled to punitive damages.

At-Will Employment

This Agreement does not alter or modify the at-will nature of Employee’s employment, if applicable. Employer may terminate the employment relationship at any time for any reason, in accordance with Vermont law.

Severability

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

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the [County Name] County Court of Vermont.

Option A: The parties agree to first attempt to resolve any disputes through good faith negotiation and mediation before initiating litigation.

Option B: All disputes must be resolved through arbitration.

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.

Any amendment or modification of this Agreement must be in writing and signed by both parties.

Industry-Specific Regulatory Compliance

Option A: [For Health Employers]: Employer is subject to HIPAA regulations. Employee agrees to comply with all applicable HIPAA requirements regarding the confidentiality and security of protected health information.

Option B: [For Educational Institutions]: Employer is subject to FERPA regulations. Employee agrees to comply with all applicable FERPA requirements regarding the privacy of student education records.

Option C: This section is intentionally left blank.

Employee Education and Training

Option A: Employee will participate in ongoing training on the proper handling of Confidential Information, including data security best practices.

Option B: Employer will provide periodic updates regarding changes in Vermont data security and privacy laws.

Option C: This section is intentionally left blank.

Additional Provisions

[Insert any additional provisions needed based on internal policies, sensitivity of information, or employee role.]

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

____________________________

[Employer Name]

By: [Authorized Signatory Name]

Title: [Authorized Signatory Title]

Date: [Date]

____________________________

[Employee Name]

Date: [Date]