Employee NDA template that respects worker protections

The outline above is the real agreement the generator produces. Here is what each section does.

• Definitions. Confidential Information is non-public information of the company and of its affiliates, customers, suppliers and partners that the employee receives, accesses or develops during employment, marked or reasonably understood as confidential. Examples include plans, financials, pricing, source code, designs, research and personnel information. The Purpose is the employee's employment.
• Exclusions. Information that is public, already known to the employee, independently developed or lawfully received from a third party is not covered.
• Obligations of the employee. Use only for the job, no disclosure except as the agreement allows, at least reasonable care, and prompt notice of any unauthorized use or disclosure.
• Permitted and compelled disclosures. A procedure for subpoenas and court orders, and disclosure with the company's written consent.
• Return of company property. At departure, or earlier on request, the employee returns devices and documents and deletes company data from personal devices and accounts as directed. The employee may keep documents about their own pay, benefits and employment terms.
• Ownership. The information stays the company's property and no license is granted.
• Employment relationship. The agreement is not an employment contract and does not change at-will status. The employee will not bring in confidential information from a former employer. It does not prevent the employee from working anywhere after leaving.
• Optional non-solicitation. For 12 months after departure, no soliciting colleagues the employee worked with to leave, only as far as the law of the state where the employee works allows. General job postings do not count, and the clause says it is not a covenant not to compete.
• Term and survival. The term you choose covers disclosures during employment, leaving the job does not end the duties, a confidentiality period runs after the term, and trade secrets stay protected as long as they qualify.
• Protected activity and trade secret immunity. Nothing limits reporting to or communicating with agencies such as the SEC, EEOC, NLRB or OSHA, receiving a whistleblower award, discussing wages or unlawful workplace conduct where the law protects it, or testifying truthfully. No permission or notice to the company is required. The DTSA notice explains immunity for confidential disclosures to officials or attorneys and in sealed court filings.
• Governing law, venue and local law. You choose the state, and a local law clause applies the employee's home state law or courts where that state requires it.

The Defend Trade Secrets Act of 2016 gives employers a federal claim for trade secret misappropriation. Under 18 U.S.C. 1833(b), an employer that does not give employees notice of the whistleblower immunity in any agreement governing confidential information cannot recover exemplary damages or attorney fees against an employee under the DTSA. The notice costs one paragraph, so the template always includes it, and the contractor version does the same because the statute treats contractors and consultants as employees for this purpose.

A confidentiality agreement protects information. A non-compete restricts where a person can work. Mixing the two is a common mistake, and courts in several states will refuse to enforce an NDA so broad that it works as a disguised non-compete. California Business and Professions Code 16600 voids most employee non-competes, and states such as Minnesota, North Dakota and Oklahoma restrict them heavily, while others set salary thresholds or notice rules. The FTC also proposed a nationwide ban, which a federal court set aside. Read more in NDA vs non-compete.

On the Business plan, an offer or hire stage change in Greenhouse, Lever or Workable can send the NDA automatically. See how HR teams use this on the employee confidentiality agreement page.

1. Generate the agreement with the employee's name, start date, term and governing law.
2. Send it for e-signature. The employee signs from a personal link in the browser, no account needed.
3. Watch the status and nudge anyone who has not signed before day one.
4. Keep every signed NDA in a searchable register with its audit trail and expiry date.