Non Disclosure Agreement Sample between Employer and Employee

A non-disclosure agreement (NDA) is a legal contract between an employer and employee that prohibits the employee from disclosing confidential information about the company to third parties. Non-disclosure agreements are essential for businesses that deal with valuable trade secrets or confidential information that can be compromised easily.

An NDA is a binding agreement that outlines the terms and conditions of the confidentiality of the employer`s information. The agreement ensures that the employee will not share confidential information during their employment or after their departure from the company. The NDA maintains the confidential nature of the information and, in turn, secures the company`s intellectual property, business methods, and competitive advantage.

Here is a sample of a non-disclosure agreement between an employer and employee:


This Non-Disclosure Agreement (the “Agreement”) is entered into by and between [Employer’s Name] (the “Employer”), and [Employee’s Name] (the “Employee”), collectively referred to as “the Parties”.

WHEREAS, the Employee acknowledges that they may have access to the Employer’s confidential information, trade secrets, proprietary information, and other valuable business information that is not available to the public.

WHEREAS, the Employer desires to protect its confidential information and trade secrets from unauthorized disclosure or use and seeks to ensure that such confidential information is not disclosed to any third party.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Confidential Information Defined

For purposes of this Agreement, “Confidential Information” means any and all information provided by the Employer, whether in writing, orally, electronically, or in any other form, which is, or should reasonably be considered, confidential or proprietary to the Employer. This includes, but is not limited to, trade secrets, financial data, business plans, marketing plans, customer lists, and any other information that may be deemed confidential by the Employer.

2. Employee’s Obligations

The Employee agrees to maintain in strict confidence all Confidential Information and will not disclose, copy, reproduce, or use the Confidential Information, except as required by their duties as an employee of the Employer or as authorized in writing by the Employer.

3. Term

The obligations of this Agreement shall survive the termination of the Employee’s employment and shall continue indefinitely.

4. Enforcement

The Employee agrees that any breach of this Agreement would cause irreparable harm to the Employer, and the Employer shall be entitled to seek injunctive relief, as well as any other legal remedies available.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of laws principles.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, understandings, or agreements, whether written or oral, relating to the disclosure of Confidential Information.

By signing below, the Parties agree to the terms and conditions of this Agreement.











An NDA is crucial for businesses that need to protect their intellectual property and confidential information. A well-drafted NDA ensures that the company`s trade secrets, proprietary information, and other confidential data are protected. Employers should consider having employees sign NDAs to secure their valuable information, and employees should understand they will not be able to share confidential information during their employment or after they leave the company.