Virginia employee nda template

Virginia Employee Non-Disclosure Agreement

This Virginia Employee Non-Disclosure Agreement (the "Agreement") is made and effective as of [Date] by and between:

[Employer Full 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").

Recitals

Employer is engaged in the business of [Description of Employer's Business]. Employee is or will be employed by Employer. In connection with Employee's employment, Employee will have access to Confidential Information of Employer. Employer desires to protect its Confidential Information from unauthorized disclosure or use. In consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1. Definition of Confidential Information

Confidential Information means any and all information of Employer or its affiliates that is not generally known to the public and that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information includes, but is not limited to:

Option A: Trade secrets as defined under the Virginia Uniform Trade Secrets Act, Va. Code § 59.1-336 et seq.

Option B: Proprietary technology, software code, business plans, marketing strategies, financial data, pricing, cost information, client/customer lists, supplier/vendor data, unreleased products, project documentation, internal policies, training materials, and all information disclosed in any manner (written, oral, electronic, visual, or otherwise).

2. Exclusions from Confidential Information

This Agreement does not apply to information that:

Option A: Was already known to Employee prior to its disclosure by Employer, as evidenced by Employee's prior written records.

Option B: Is independently developed by Employee without use of or reference to Employer's Confidential Information.

Option C: Is or becomes generally available to the public other than as a result of disclosure by Employee in violation of this Agreement.

Option D: Is required to be disclosed by law or court order, provided that Employee gives Employer prompt written notice of such requirement prior to disclosure, if legally permissible, to allow Employer to seek a protective order or other appropriate remedy.

3. Use and Disclosure Restrictions

Employee agrees to the following:

Option A: To use Confidential Information solely for the benefit of Employer and only in connection with Employee's authorized employment duties.

Option B: Not to disclose Confidential Information to any third party without Employer's prior written consent.

Option C: To take all reasonable measures to protect the confidentiality of Confidential Information.

4. Security Procedures

Employee shall exercise at least reasonable care and security procedures, appropriate to the industry and the nature of the Confidential Information, to prevent unauthorized access, copying, or transmission of the Confidential Information.

5. Notification of Unauthorized Disclosure

Employee shall immediately notify Employer upon discovery of any actual or suspected unauthorized disclosure or loss of Confidential Information and shall cooperate fully in investigating and remedying the breach.

6. Duration of Confidentiality Obligations

The obligations of confidentiality under this Agreement shall continue:

Option A: During Employee’s employment with Employer.

Option B: For a period of [Number] years following the termination of Employee's employment with Employer with regard to general proprietary information.

Option C: Indefinitely with regard to trade secrets, as defined under the Virginia Uniform Trade Secrets Act.

7. Return of Confidential Information

Upon termination of employment or upon Employer's written request, Employee shall promptly return to Employer all Confidential Information, including all copies thereof, in whatever form, or, at Employer's option, destroy such Confidential Information and certify such destruction in writing to Employer.

8. Remedies for Breach

Employee acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Employer. Therefore, Employer shall be entitled to:

Option A: Injunctive relief to prevent any further disclosure or use of Confidential Information.

Option B: Actual and consequential damages resulting from the breach.

Option C: Liquidated damages in the amount of [Dollar Amount], if reasonable and enforceable under Virginia law.

Option D: Recovery of attorney’s fees and costs incurred in enforcing this Agreement.

9. Whistleblower Protection

Nothing in this Agreement shall be construed to restrict Employee's rights to disclose information to any governmental agency or body under any applicable whistleblower or anti-retaliation statute, including but not limited to the federal Defend Trade Secrets Act.

10. Restrictions on Employee Mobility

This Agreement shall not impose any unreasonable restrictions on Employee’s mobility, knowledge, or skills, and shall not be interpreted as a non-compete agreement.

11. Intellectual Property Agreements

This Agreement does not supersede or conflict with any applicable employee invention assignment or intellectual property agreements between Employee and Employer.

12. Governing Law

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

13. Jurisdiction and Venue

Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City, County], Virginia.

14. Negotiation and Mediation

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation and mediation before initiating litigation or arbitration.

15. Integration

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.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

17. Specific Performance

Employee acknowledges that Employer shall be entitled to seek specific performance of this Agreement without the necessity of posting a bond or other security.

18. Ongoing Cooperation

Employee agrees to provide ongoing cooperation in any litigation or other proceeding arising from or relating to the breach of this Agreement.

19. Acknowledgment

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

20. Data Protection Compliance

Employee shall comply with all applicable federal and state data protection, cybersecurity, and privacy laws relevant to Employer's business in Virginia.

21. Amendment

This Agreement may be amended only by a written agreement signed by both parties.

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

[Employer Full Legal Name]

By: [Employer Authorized Representative Name]

Title: [Employer Authorized Representative Title]

[Employee Full Legal Name]

Signature: ____________________________