Employee confidentiality agreement
A confidentiality agreement for employees covering what counts as confidential, how to handle it, returning materials and the whistleblower notice.
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This is a sample form. Check that the terms and pay match federal and state labor rules and your company policy.
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A general template, not legal advice
This is a general template, not legal advice. Keep the Defend Trade Secrets Act notice and the protected rights clause in the agreement: without the notice the company cannot recover exemplary damages or attorney fees under that law, and overbroad confidentiality rules can violate the National Labor Relations Act. State law on employee agreements varies, so have a lawyer licensed in your state review it.
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Employee Confidentiality Agreement
This Employee Confidentiality Agreement (the "Agreement") is made on November 16, 2026 between Northwind Inc. ("Company") and Jordan Lee ("Employee").
Terms
1. Purpose
Employee is employed by Company as Senior Product Designer. In that work Employee will have access to Company's confidential information. This Agreement sets out how Employee must protect it. Employee signs it in exchange for employment and access to that information.
2. Confidential information
"Confidential Information" means non-public information about Company's business, in any form, that Employee learns or creates through the employment, including trade secrets, business plans, customer and supplier information, pricing, financial information, personnel records of other employees, software, inventions and know-how. It includes, for example: Product roadmaps, designs and prototypes that have not been released; Customer lists, contract terms and pricing; Source code, system passwords and security settings; Financial results and forecasts that have not been made public.
3. What is not confidential
Confidential Information does not include information that is or becomes public without Employee's fault, that Employee knew before the employment without a duty of confidence, that Employee lawfully receives from someone with no duty to keep it confidential, or that is part of Employee's general skills, knowledge and experience.
4. Employee's duties
Employee will use Confidential Information only to do the job for Company, will not disclose it to anyone outside Company except as Company authorizes, and will share it inside Company only with people who need it for their work. Employee will follow Company's security policies and will not copy Confidential Information to personal email, personal cloud accounts or personal devices unless Company allows it in writing.
5. Disclosure required by law
If a court order, subpoena or law requires Employee to disclose Confidential Information, Employee will tell Company promptly, where the law allows, so Company can seek protection, and will disclose only what is required.
6. Protected rights
Nothing in this Agreement prevents Employee from discussing or disclosing wages, hours or other terms and conditions of employment, or from taking part in other concerted activity protected by Section 7 of the National Labor Relations Act. Nothing in it prevents Employee from filing a charge or complaint with, communicating with or giving information to a government agency such as the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration or the Securities and Exchange Commission, or from testifying truthfully in a legal proceeding. Employee does not need Company's permission to do any of these things or to tell Company about them.
7. Notice of immunity under the Defend Trade Secrets Act
Under 18 U.S.C. 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the 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 individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order.
8. Return of materials
When the employment ends, or earlier if Company asks, Employee will return all Company property and all documents and files containing Confidential Information within 3 business days, and will delete any copies on personal devices or accounts. On request, Employee will confirm in writing that this has been done.
9. How long this lasts
Employee's duties under this Agreement apply during the employment and for 3 years after it ends. Duties about trade secrets last for as long as the information remains a trade secret under applicable law.
10. Remedies
A breach of this Agreement may cause Company harm that money alone cannot fix. Company may ask a court for an injunction to stop a breach, in addition to any other remedy the law allows.
11. Employment at will
This Agreement does not change the at-will nature of Employee's employment with Company, and it is not a promise of employment for any period.
12. Governing law
This agreement is governed by the laws of the State of Texas, without regard to its conflict of law rules.
13. Entire agreement
This agreement is the whole agreement between the parties on its subject and replaces any earlier discussions or understandings, written or oral.
14. Changes and waiver
Any change to this agreement must be in writing and signed by both parties. Not enforcing a term once does not waive the right to enforce it later.
15. Severability
If a court finds any part of this agreement unenforceable, that part will be limited as little as needed and the rest stays in effect.
16. Counterparts and electronic signatures
The parties may sign this agreement in counterparts and by electronic signature. Each signed copy counts as an original.
The parties have signed this agreement on the dates below.
| Company | |
|---|---|
| Name | Northwind Inc. |
| By (name and title) | ย |
| Date | ย |
| Signature | ย |
| Employee | |
|---|---|
| Name | Jordan Lee |
| Job title | Senior Product Designer |
| Date | ย |
| Signature | ย |
How to use it
Type the company, the employee and the date, then list examples of the information that is confidential in your business, one per line. Set how fast materials must come back when the job ends and how many years the duties last after that. The numbered terms cover the definition, what is not confidential, handling rules, disclosure required by law, the employee's protected rights, the Defend Trade Secrets Act notice, return of materials and remedies.
Have the employee sign on or before the first day, along with the offer letter, and give them a copy. Choose Hide under Signature lines if you sign in an e-signature tool.
Things to watch
Do not delete the protected rights clause or the immunity notice. Employees have a federal right to talk about pay and working conditions, and the Defend Trade Secrets Act takes away exemplary damages and attorney fees from an employer whose agreement leaves out the notice. This agreement has no non-compete; several states ban or limit them, so treat one as a separate document reviewed by a lawyer.
Calculators that go with this
Frequently asked questions
What is the Defend Trade Secrets Act notice?
A federal law, 18 U.S.C. 1833(b), protects employees who share a trade secret in confidence with a government official or a lawyer to report a suspected violation of law, or in a court filing made under seal. Employers must give notice of that immunity in any agreement that governs trade secrets or confidential information, or lose the right to exemplary damages and attorney fees under that law.
Can it stop employees from talking about their pay?
No. Section 7 of the National Labor Relations Act protects most non-supervisory employees who discuss wages and working conditions with each other, and the National Labor Relations Board has found broad confidentiality rules unlawful. The agreement says so directly, which also makes it easier to defend.
Can we sign it electronically?
Yes in most cases. The federal ESIGN Act and state laws based on the Uniform Electronic Transactions Act treat electronic signatures like ink signatures for most business agreements. Some documents, such as wills and certain real estate papers, still need ink or a notary. Choose Hide under Signature lines if you will sign in an e-signature tool.
Is what I type saved anywhere?
No. Everything stays in your browser and nothing is sent to our server. If you refresh the page it is gone, so print, save a PDF or download the DOCX when you are done.