Confidentiality / Non Disclosure Agreement (NDA)

Confidentiality / Non Disclosure Agreement (NDA) Purpose

In any employment relationship, it is common for employees to come into contact with confidential and proprietary information. In most cases, this information will be necessary for them to do their jobs. This information may include employee, customer, or client personal information, technical data, records, processes, plans, reports, software, prototypes, or inventions and ideas.

A Confidentiality Agreement, therefore, serves to explain how to appropriately handle and treat confidential information both during and after their employment with your company.

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The Scope

All employees, including board members, investors, full-time and part-time staff, contractors, interns, and volunteers who may have access to confidential information are required to sign a Confidentiality Agreement.

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The Procedure

The Confidentiality Agreement should be provided to all new hires at the same time as their Job Offer and Employment Agreement.

Employees must be given an adequate amount of time to carefully read and understand the Agreement in full. They may also confer with an independent legal advisor in advance of signing. In most cases, you should allow at least one week for the employee to read, sign, and return the agreement.

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The common contents and terms of a Confidentiality Agreement include:

• Identification of both parties ("THE COMPANY" and "EMPLOYEE")
• A definition of Confidential Information and Proprietary Property
• The exclusions from confidential treatment of the information or property in question
• The date of signing and term of the agreement

Confidentiality Agreements are important legal documents that serve to protect your business and your people. We recommend that you always check with your legal counsel before entering into an agreement with an employee, contractor, or other individual.

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