Washington employee nda template

Washington Employee Non-Disclosure Agreement

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

WHEREAS, Employer possesses certain Confidential Information (as defined below) that is valuable and proprietary; and

WHEREAS, Employee will be employed by Employer and, in the course of such employment, will have access to and become acquainted with Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. 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, that is not generally known to the public and that relates to Employer's business, including, but not limited to:

• Company trade secrets, as defined in Washington’s Uniform Trade Secrets Act (RCW 19.108);
• Proprietary technology, source code, software algorithms, product designs;
• Financial records, business strategies, customer and supplier data, sales figures, marketing plans;
• HR information, R&D records;
• Any non-public data revealed in oral, written, graphic, or electronic formats during the employment or collaboration.

2. Exclusions from Confidential Information:

This Agreement does not apply to information that:

• Is or becomes publicly available through no fault of Employee and without violation of this Agreement.
• Was rightfully received by Employee from a third party who is under no obligation of confidentiality to Employer.
• Is independently developed by Employee without the use of or reference to the Confidential Information.
• Is required to be disclosed by law or by a valid order of a court or other governmental body of competent jurisdiction, provided that Employee provides Employer with prompt written notice of such requirement so that Employer may seek a protective order or other appropriate remedy.

3. Use of Confidential Information:

Option A: Employee shall use the Confidential Information solely for the purpose of performing Employee's duties and responsibilities for Employer.

Option B: Employee shall not use the Confidential Information for any purpose other than the direct benefit of the Employer as outlined in the Employee’s Job Description.

Employee shall not, directly or indirectly, use the Confidential Information for personal gain, competitive activity, or disclose, share, or sell the Confidential Information to any third party. Reverse engineering of any of the Employer’s products or processes is strictly prohibited.

4. Protection of Confidential Information:

Employee agrees to take all reasonable and appropriate measures to protect the confidentiality of the Confidential Information, including:

• Restricting access to Confidential Information to authorized personnel only.
• Securely storing and disposing of Confidential Information.
• Using strong passwords and enabling encryption for digital assets containing Confidential Information.
• Reporting any suspected breaches of confidentiality to Employer immediately.

Employee acknowledges that Washington State has specific data protection requirements (e.g., RCW 19.255 regarding personal and confidential information) and agrees to comply with those requirements in handling Confidential Information. Employee is expected to adhere to evolving industry data security standards.

5. Notification of Unauthorized Disclosure:

Employee shall immediately notify Employer upon becoming aware of any unauthorized access, loss, suspected breach, or misuse of the Confidential Information.

Employee shall fully cooperate with Employer in any investigation and remedial action related to such unauthorized access, loss, suspected breach, or misuse.

6. Term of Confidentiality:

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

Option B: The obligations of confidentiality under this Agreement shall continue during Employee's employment with Employer and indefinitely thereafter with respect to any information that constitutes a trade secret under Washington law.

7. Return of Confidential Information:

Upon termination of employment, termination of a specific project, or upon Employer's request, Employee shall immediately return to Employer all Confidential Information, including all copies, summaries, and extracts thereof, in whatever form.

Option A: Alternatively, at Employer’s direction, Employee shall delete or destroy all electronic copies of Confidential Information and certify in writing to Employer that such deletion or destruction has been completed.

8. Non-Retaliation:

Nothing in this Agreement shall prohibit Employee from reporting possible violations of law to any governmental agency or entity, including making disclosures that are protected under the whistleblower provisions of state or federal law. Employee understands that they cannot be retaliated against for reporting such violations. Employee's rights under RCW 49.44 and federal law are specifically preserved.

Employer provides the following notice regarding immunity under the Defend Trade Secrets Act: An individual shall 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. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

9. Permitted Disclosures:

Nothing in this Agreement prohibits Employee from participating in any government, regulatory, or investigatory proceeding, or disclosing wage information as permitted under RCW 49.58.040(1)(a).

10. Non-Compete/Non-Solicitation:

This Agreement is limited to the protection of Confidential Information and does not contain any non-compete or non-solicitation provisions. Any non-compete or non-solicitation agreement must be in a separate document that complies with RCW 49.62, including salary threshold requirements.

11. Remedies for Breach:

Employee acknowledges that a breach of this Agreement would cause irreparable harm to Employer for which monetary damages would be inadequate.

In the event of a breach or threatened breach of this Agreement by Employee, Employer shall be entitled to:

• Actual damages.
• Injunctive relief to restrain Employee from further breach.
• Attorney's fees and costs to the extent permitted by applicable law.
• Indemnification from any liabilities resulting from the breach.

12. Governing Law and Venue:

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

13. Amendment and Waiver:

This Agreement may be amended or waived only by a writing signed by both parties.

No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

14. Ownership of Confidential Information:

Employer retains all rights, title, and interest in and to the Confidential Information, including all intellectual property rights.

No license or transfer of ownership is granted or implied by this Agreement.

15. Third Party Requests:

Employee shall promptly notify Employer of any request or subpoena from a third party for Confidential Information.

16. Review and Tailoring:

This Agreement is regularly reviewed and tailored to the Employee’s duties, access level, and industry-specific regulations.

17. Acknowledgments:

Employee acknowledges that they have read this Agreement, understand its terms and conditions, and agree to be bound by them.

Employee understands the importance of protecting the Confidential Information and the consequences of violating this Agreement.

18. 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.

19. Other Rights:

This Agreement supplements and does not override any other lawful employee rights or statutory protections under Washington and federal law.

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

____________________________
[Employer Name]

By: ____________________________
[Employer Representative Name]
[Employer Representative Title]

____________________________
[Employee Name]