West Virginia employee nda template

West Virginia Employee Non-Disclosure Agreement

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

BETWEEN:

[Employer Name], a company organized under the laws of West Virginia, with its principal place of business at [Employer Address] ("Employer"),

AND

[Employee Name], residing at [Employee Address] ("Employee").

Recitals

Employer is engaged in the business of [Brief Description of Employer's Business] in West Virginia. Employer possesses valuable confidential information and trade secrets relating to its business. Employee is being employed by Employer, and in the course of employment, Employee will have access to and learn about Confidential Information. Employer desires to protect its Confidential Information by requiring Employee to agree to the terms of this Agreement.

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 is disclosed to or learned by Employee as a consequence of Employee’s employment with Employer. This includes, but is not limited to:

• Option A: Trade secrets as defined under the West Virginia Uniform Trade Secrets Act (WVUTSA), including formulas, patterns, compilations, programs, devices, methods, techniques, or processes.
• Option B: Proprietary business information, operational data, customer lists, supplier data, financial information, product and service data, marketing and business strategies, source code, designs, R&D records, unreleased products, business proposals, and all other records disclosed verbally, in writing, or by electronic or other means during employment.
• Option C: Any other information Employer designates as confidential.

2. Exclusions from Confidential Information

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

• Option A: Is or becomes generally available to the public other than as a result of a disclosure by Employee in violation of this Agreement.
• Option B: Was already known to Employee prior to Employee’s employment with Employer, as evidenced by written records predating employment.
• Option C: Is lawfully received by Employee from a third party who is not bound by a confidentiality obligation to Employer.
• Option D: Is required to be disclosed by law or court order, provided that Employee gives Employer prompt written notice, if legally permissible, so that Employer may seek a protective order or other appropriate remedy.

3. Permitted Use of Confidential Information

Employee may use the Confidential Information solely for the benefit of Employer and only to the extent necessary to perform Employee’s duties of employment.

• Option A: No other use of the Confidential Information is permitted.
• Option B: Employee shall not use the Confidential Information for personal gain, for the benefit of any third party, or in competition with Employer.

4. Non-Disclosure and Non-Use Obligations

Employee agrees to maintain the confidentiality of the Confidential Information and to protect it from unauthorized disclosure or use. Employee agrees to take all reasonable precautions to prevent the inadvertent disclosure of Confidential Information, including:

• Option A: Storing Confidential Information in a secure location.
• Option B: Restricting access to Confidential Information to those employees who have a need to know it.
• Option C: Using encryption when transmitting Confidential Information electronically.

5. Internal Sharing of Confidential Information

Employee may share Confidential Information internally only with employees who have a need to know the information to perform their job duties.

• Option A: Employee shall advise all such recipients of their obligation to maintain the confidentiality of the Confidential Information.
• Option B: Specific authorization is required from [Job Title/Department] for any distribution beyond direct work team members.

6. Duration of Obligations

Employee’s obligations under this Agreement shall continue during Employee’s employment with Employer and:

• Option A: Indefinitely with respect to trade secrets.
• Option B: For a period of [Number] years following the termination of Employee’s employment with Employer with respect to other Confidential Information.
• Option C: Shall terminate with the consent of the employer.

7. Return of Confidential Information

Upon the termination of Employee’s employment with Employer, or at any time upon Employer’s request, Employee shall immediately return to Employer all Confidential Information in Employee’s possession or control, including all documents, records, and other materials containing or reflecting Confidential Information, and all copies thereof. Employee shall also destroy any derivative works created using the confidential information.

• Option A: Employee shall certify in writing that Employee has complied with the requirements of this section.
• Option B: All personal devices used for company business shall be wiped.

8. Notice of Unauthorized Disclosure

Employee shall immediately notify Employer in writing of any actual or suspected unauthorized disclosure, misappropriation, or loss of Confidential Information. Employee shall cooperate fully with Employer in any investigation of such disclosure, misappropriation, or loss.

9. Remedies

Employee acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Employer for which monetary damages would be inadequate. Employer shall be entitled to:

• Option A: Injunctive relief to prevent any further disclosure or use of the Confidential Information.
• Option B: Compensatory and punitive damages.
• Option C: Recovery of attorney’s fees if consistent with West Virginia contract law.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: First, the parties shall attempt to resolve the dispute through good faith negotiations.
• Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, West Virginia].
• Option C: If mediation is unsuccessful, the parties may bring an action in the state or federal courts located in [County, West Virginia]. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

11. Data Privacy Compliance

Employee shall comply with all applicable West Virginia data privacy statutes, including [Cite relevant West Virginia Statutes], and with all applicable federal laws, including the Defend Trade Secrets Act.

• Option A: Employee shall be especially mindful of regulations specific to the [Industry] industry.

12. Whistleblower Protection

Nothing in this Agreement shall be construed to prevent Employee from reporting unlawful practices to government authorities, as protected by West Virginia employment protection statutes.

13. Severability

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

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

15. Amendment

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

16. Relationship to Other Agreements

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.

• Option A: This agreement is independent of and does not supersede the employment agreement.
• Option B: This agreement is incorporated into the employment agreement.

17. Modification or Waiver

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

18. Special Notice Regarding Confidential Information

Certain confidential information covered by West Virginia statute, such as [e.g., personal identifying information or health records], may require additional notice or be subject to explicit carve-outs as specified by law.

• Option A: Employee will receive specific training and guidance concerning such information.

19. Notice

All notices relating to this Agreement shall be delivered:

• Option A: By certified mail, return receipt requested, to the addresses set forth above.
• Option B: By email, with confirmation of receipt, to [Employer Email] and [Employee Email].

20. Monitoring

Employer reserves the right to monitor Employee’s use and handling of Confidential Information as permitted by West Virginia law.

21. Work Product and Intellectual Property

All work product created by Employee during the course of employment, and all intellectual property rights therein, that are related to or derived from Confidential Information shall be owned exclusively by Employer. Employee hereby assigns all such rights to Employer.

22. Acknowledgment

Employee acknowledges that Employee has had an adequate opportunity to review this Agreement, to seek legal advice as desired, and that Employee voluntarily accepts all of the terms and conditions contained herein.

23. Narrow Tailoring

The parties agree that this agreement is narrowly tailored and reasonable in scope and duration to protect the legitimate business interests of the employer and is not an unenforceable restraint of trade under West Virginia law.

24. Additional Disclosures

[Include any additional disclosures mandated by West Virginia law for NDAs used in particular industries or classified employment situations]

25. Local Rules Compliance

This agreement is intended to comply with all applicable local (county or city) rules or ordinances that affect employment-based confidentiality within West Virginia.

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

[Employer Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Name]

Signature: ____________________________