Wyoming employee nda template

Wyoming Employee Nondisclosure Agreement

This Wyoming Employee Nondisclosure Agreement ("Agreement") is made and effective as of [Date],

BETWEEN:

[Employer Legal Name], a company organized and existing under the laws of Wyoming, with its principal place of business at [Employer Address], Wyoming ("Employer"),

AND:

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

1. Definition of Confidential Information

Option A: “Confidential Information” means any and all information of the Employer that is not generally known to the public, whether tangible or intangible, including, but not limited to:

• Trade secrets, as defined under the Wyoming Uniform Trade Secrets Act.
• Technical and business methodologies, client and partner data, proprietary company databases, know-how.
• Marketing and sales information, software source code or algorithms, operational procedures, financial information, innovations or inventions.
• Personnel or HR information disclosed in any medium (written, oral, electronic, physical).

Option B: “Confidential Information” shall include all data and information relating to the Employer and its affiliates’ past, present, and future research, development, and business activities, specifically including, but not limited to, the following examples:

• Information concerning the Employer's actual or anticipated business, research or development, including products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, pricing and sales information.
• Third party confidential information that the Employer is obligated to keep confidential.

2. Exclusions from Confidential Information

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

• Is or becomes generally available to the public other than as a result of a disclosure by the Employee.
• Is lawfully obtained by the Employee from a third party who, to the Employee’s knowledge, is not bound by a confidentiality obligation to the Employer.
• Is independently developed by the Employee without use of or reference to the Employer’s Confidential Information.
• Is disclosed pursuant to a valid order issued by a court or other governmental body in Wyoming, provided that the Employee shall provide the Employer with reasonable prior written notice.

Option B: Confidential Information does not include information that Employee can document (a) was rightfully in Employee's possession or known to Employee prior to receipt from Employer; (b) is or has become public knowledge through no fault of Employee; (c) is rightfully obtained by Employee from a third party without breach of any obligation to Employer; or (d) is independently developed by Employee without use of or reference to the Confidential Information. If Employee is requested to disclose Confidential Information pursuant to a subpoena or other legal process, Employee shall promptly notify Employer and cooperate fully with Employer in seeking a protective order or other appropriate relief.

3. Permitted Use and Limitations

Option A: The Employee agrees to use the Confidential Information solely for the purpose of performing their employment-related duties for the Employer.

• The Employee shall not use the Confidential Information for personal benefit or disclose it to any third party without the Employer’s prior written consent.

Option B: Employee shall use Confidential Information solely for the benefit of Employer and shall not use Confidential Information to compete with Employer, either during or after employment. Employee shall not disclose Confidential Information to any third party without Employer's prior written consent.

4. Safeguards for Confidential Information

Option A: The Employee shall implement and maintain reasonable and industry-standard safeguards to protect the Confidential Information from unauthorized access, use, or disclosure.

• These safeguards shall include, but are not limited to, password protection, device security, and physical document controls.

Option B: Employee shall protect the Confidential Information with the same degree of care that Employee uses to protect Employee's own confidential information, but in no event less than reasonable care. Employee shall maintain the Confidential Information in a secure location and shall not disclose the Confidential Information to any third party without Employer's prior written consent.

5. Duration of Confidentiality Obligations

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

• This obligation shall continue as long as the information remains confidential under Wyoming law.

Option B: Employee's obligations under this Agreement shall continue during employment and shall survive the termination of employment for a period of [Number] years, or as long as the information remains a trade secret under the Wyoming Uniform Trade Secrets Act, whichever is longer.

6. Return of Confidential Materials

Option A: Upon termination of employment, or at any time upon the Employer’s request, the Employee shall promptly return to the Employer all documents and materials containing Confidential Information, including any copies thereof, in whatever form.

• The Employee shall also destroy or delete any electronic copies of Confidential Information.

Option B: Upon termination of employment, 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, notes, memoranda, drawings, specifications, equipment, and other materials, together with all copies thereof. Employee shall also irretrievably delete any Confidential Information stored on any electronic device owned or controlled by Employee.

7. Notification of Disclosure

Option A: The Employee shall immediately notify the Employer of any unauthorized disclosure or use of Confidential Information of which the Employee becomes aware.

• The Employee shall cooperate fully with the Employer in investigating any such disclosure or use.

Option B: Employee shall immediately notify Employer if Employee becomes aware of any unauthorized use or disclosure of Confidential Information. Employee shall cooperate fully with Employer in investigating any such use or disclosure.

8. Reverse Engineering Prohibition

The Employee is prohibited from reverse engineering or attempting to derive trade secrets from the Employer's products or materials.

9. Remedies for Breach

Option A: The Employer shall be entitled to seek all available remedies under Wyoming law for any breach of this Agreement, including monetary damages, injunctive relief, and attorneys’ fees.

• The parties agree that monetary damages may be insufficient to compensate for a breach of this Agreement and that injunctive relief is appropriate.

Option B: Employer shall be entitled to seek all available remedies under Wyoming law for any breach of this Agreement, including monetary damages, injunctive relief (temporary and permanent), and reimbursement of reasonable attorneys' fees. Employer shall also be entitled to liquidated damages in the amount of [Dollar Amount] per breach.

10. Employee Acknowledgment

The Employee acknowledges that they may be subject to criminal and civil liability under the Wyoming Uniform Trade Secrets Act for unauthorized disclosure or use of trade secrets.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, Wyoming.

12. Exceptions

Nothing in this Agreement shall prevent the Employee from reporting potential violations of law to governmental authorities or from disclosing information required by law.

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. 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.

15. Relationship to Other Agreements

This Agreement is in addition to, and does not supersede, any other agreements between the parties relating to employment or proprietary information.

16. Amendment

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

17. Plain Language

This Agreement has been written in plain, understandable English.

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

[Employer Legal Name]

By: [Employer Representative Name]

Title: [Employer Representative Title]

[Employee Full Legal Name]

Signature:

Date: