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Nondisclosure Agreement

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Employee Confidentiality Agreements and Trade Secrets Package

©2016 - U.S. Legal Forms, Inc.

EMPLOYEE CONFIDENTIALITY

AGREEMENTS AND TRADE SECRETS

PACKAGE

Control Number: US-P076-PKG

USLEGAL

USLEGALFORMS.COM

U.S. Legal Forms™ thanks you for your purchase of an Employee Confidentiality Agreements and Trade Secrets Package. This package is a useful and necessary tool for providing confidentiality obligations on parties receiving information from disclosing parties who consider such information or material to be confidential.

TABLE OF CONTENTS

  1. Form List with descriptions
  2. Descriptions of Forms
  3. Tips on Completing the Forms
  4. Disclaimer

I. FORM LIST

With your Employee Confidentiality Agreements and Trade Secrets package, you will find the forms necessary to impose confidentiality obligations on parties receiving information that is deemed confidential. This package consists of several forms from which you can choose the ones that best suit your needs.

Included in your package are the following forms:

  1. Agreement Not to Disclose Trade Secrets
  2. Non-Compete Letter to Employee
  3. Confidentiality and Non-Competition Agreement
  4. Non-disclosure Agreement - Employee to Corporation - Detailed
  5. Employee Confidentiality and Nondisclosure - Non-disclosure Agreement

II. DESCRIPTIONS OF FORMS

Brief descriptions of the forms contained in your U.S. Legal Forms™ Employee Confidentiality Agreements and Trade Secrets Package are found below.

Agreement Not to Disclose Trade Secrets

– This form constitutes an agreement between an employee and employer regarding information or ideas valuable to the employer's business. Any such information or ideas is treated as confidential and should not be disclosed to competitors or freely made available to other third parties.

Non-Compete Letter to Employee

- This letter acts as a reminder to an employee concerning the non-compete agreement signed with a company.

Confidentiality and Non-Competition Agreement

– The employee desires to be employed by the company in a capacity in which he/she may receive, contribute, or develop confidential and proprietary information. Such information is important to the future of the company and the company expects the employee to keep secret such proprietary and confidential information and not to compete with the company during his/her employment and for a reasonable period after employment.

Non-disclosure Agreement - Employee to Corporation - Detailed

– This is a confidentiality agreement between an employee and corporation. The parties acknowledge that the confidential information has independent economic value to the corporation. Employee further acknowledges that the corporation has taken steps to preserve and safeguard the secrecy of the confidential information. The employee understands that absent his entering into this agreement, the corporation would not enter into the employment agreement with the employee.

Employee Confidentiality and Nondisclosure - Non-disclosure Agreement

– The employee may be receiving from the employer information of a non-public nature for use in connection with his or her employment. The employee receiving any information will keep such information confidential and agrees not to disclose such information, in whole or in part, to any person without the express consent of the employer, either during or after the employment of the employee has ended. In addition to its obligation of nondisclosure, the employee agrees that he or she will not, directly or indirectly, attempt to appropriate or otherwise take for its or other parties' benefit the business opportunity of employer or information learned either during or after the employment of employee is ended.

If you need additional information, please visit www.uslegalforms.com and look up forms by subject matter. You may also wish to visit our legal definitions page at http://definitions.uslegal.com/

III. TIPS ON COMPLETING THE FORMS

The form(s) in this packet may contain “form fields” created using Microsoft Word or Adobe Acrobat (".pdf" format). “Form fields” facilitate completion of the forms using your computer. They do not limit your ability to print the form “in blank” and complete with a typewriter or by hand.

It is also helpful to be able to see the location of the form fields. Go to the View menu, click on Toolbars, and then select Forms. This will open the Forms toolbar. Look for the button on the Forms toolbar that resembles a shaded letter "a". Click this button and the form fields will be visible.

By clicking on the appropriate form field, you will be able to enter the needed information. In some instances, the form field and the line will disappear after information is entered. In other cases, it will not. The form was created to function in this manner.

IV. DISCLAIMER

These materials were developed by U.S. Legal Forms, Inc. based upon statutes and forms for the subject state. All information and Forms are subject to this Disclaimer:

All forms in this package are provided without any warranty, express or implied, as to their legal effect and completeness. Please use at your own risk. If you have a serious legal problem, we suggest that you consult an attorney in your state. U.S. Legal Forms, Inc. does not provide legal advice. The products offered by U.S. Legal Forms (USLF) are not a substitute for the advice of an attorney.

THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U.S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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What a Nondisclosure Agreement Does

A Nondisclosure Agreement (Nondisclosure Agreement or NDA) is a contract that creates legally enforceable obligations to keep specified information confidential. NDAs define the categories of protected information, the permitted uses, exclusions, duration, and remedies for unauthorized disclosure, and they can be executed electronically under federal and state e-signature laws including the ESIGN Act (15 U.S.C. §7001) and UETA.

Why an NDA Matters for Business and IP Protection

An NDA prevents uncontrolled disclosure of trade secrets, technical data, business plans, and other confidential material, establishes remedies for breach, and clarifies rights after a relationship ends, while remaining enforceable electronically where ESIGN/UETA apply.

Why an NDA Matters for Business and IP Protection

Typical Parties Who Use NDAs

NDAs are common across startups, professional services, employers, vendors, and research collaborations where sensitive information must be shared under confidentiality constraints.

  • Startups and investors sharing pitch materials and product roadmaps during diligence.
  • Employers and contractors protecting trade secrets, client lists, and proprietary processes.
  • Vendors and partners exchanging technical specifications, pricing models, or integration details.

Who Signs and Executes an NDA

General Counsel

In-house or outside counsel typically drafts and reviews NDAs for legal sufficiency, negotiates scope and remedies, and certifies that signatories have authority to bind their organizations before execution.

Procurement Lead

Procurement or deal owners frequently initiate NDAs during vendor selection, ensure proper countersignature, and manage distribution of executed copies to project teams for enforcement and compliance monitoring.

Core Elements to Include in a Professional NDA

A well-drafted NDA is concise but precise; include clear definitions, obligations, exclusions, duration, and remedies to reduce ambiguity and improve enforceability.

Definitions

Precisely define 'Confidential Information' by category and exclude publicly available or independently developed material to avoid overbreadth and litigation risk.

Recipient Obligations

Specify permitted uses, storage and handling obligations, and required safeguards to ensure the recipient understands their duties to protect information.

Term and Survival

Set an effective date, a confidentiality term, and survival periods for obligations that should extend beyond termination, such as non-use and return requirements.

Exclusions

List standard exclusions: public domain, prior known information, independently developed data, and lawful disclosure compelled by court order.

Remedies

Describe injunctive relief, damages, and fee-shifting or arbitration clauses to clarify dispute resolution and potential remedies for breach.

Signatory Authority

Require printed names, titles, and signature blocks that demonstrate authority to bind the party, reducing later enforcement challenges.

Essential Fields Every NDA Should Contain

Parties: Names of disclosing and receiving parties
Effective Date: Start date of obligations
Definition: Scope of confidential data
Duration: Confidentiality timespan
Permitted Use: Authorized purposes only
Signatures: Execution blocks for each signer

Step-by-Step: Filling Out a Nondisclosure Agreement

Follow these steps to complete and execute an NDA accurately and efficiently.

  • 01
    Prepare Parties: Confirm exact legal names
  • 02
    Define Confidential Info: Limit by category and purpose
  • 03
    Set Duration: Choose fixed term or event-based timing
  • 04
    Sign and Record: Collect signatures and store executed copies

Customizing an Online NDA Workflow

Configure routing, authentication, and reminders to match your internal approval process and regulatory needs.

Field Configuration
Routing Order Sequential or parallel signer order
Authentication Email, SMS code, or KBA
Reminder Schedule Auto-reminders at set intervals
Field Validation Required fields and format checks

Where to Send and File an Executed NDA

Decide primary recipients and a secure archive location before sending to ensure retention and compliance.

  • To Counterparty: Email or secure signing link
  • Internal Legal: Upload executed copy to legal folder
  • Project Owner: Share final copy with stakeholders
  • Secure Archive: Store in encrypted document repository

Digital Signing and Platform Requirements

Choose an e-signature platform that supports required authentication, audit trails, and your compliance needs.

  • Authentication: Email, SMS, or KBA available
  • Audit Trail: Complete IP, timestamp logs
  • Integrations: CRM and cloud storage

Common Timelines and Deadlines for NDAs

NDAs may include specific timing for effectiveness, review cycles, return of materials, and survival of confidentiality obligations.

Effective Upon Signing:

Obligations typically start on the Effective Date or signature date

Review Window:

Allow 3–10 business days for legal review

Return of Materials:

Commonly 30 days after termination

Confidentiality Term:

Often 1–5 years or event-based duration

Survival Clauses:

Certain duties survive termination indefinitely or for a fixed period

Common Mistakes to Avoid When Preparing an NDA

  • Overly broad definitions that sweep in public information and make enforcement harder and litigation more likely.
  • Failing to identify signatory authority; unsigned or improperly authorized signatures can render the NDA unenforceable.
  • Neglecting to address survival, return of materials, and permitted disclosures for legal compulsion or preexisting knowledge.
  • Using a template without tailoring governing law or dispute resolution terms to the business relationship and jurisdiction.

Potential Consequences of an Incomplete or Incorrect NDA

Injunctions: Court-ordered restraint possible
Monetary Damages: Compensatory awards possible
Fee Exposure: Attorney fees if clause permits
Loss of Rights: Inadequate IP protection risk
Unenforceability: Overbroad terms may be void
Regulatory Risk: Compliance issues for PHI/PII

Real-World Examples of NDAs in Practice

Practical examples show how NDAs are used to protect negotiations, client data, and IP across sectors.

Optica Ventures — COO

Optica needed a simple signing flow for partner documents during rapid deals

  • Used an online e-signing process for quick execution
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties — Founder

A real estate firm required mobile-friendly execution for confidentiality and leasing exhibits

  • Executed NDAs and related exhibits remotely during closings
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Supporting Documents and Exhibits Often Attached to NDAs

Include exhibits and schedules to define confidential material and practical obligations clearly.

Exhibit A

Detailed list or categories of confidential information referenced by the agreement to reduce interpretive disputes and improve enforceability.

IP Schedule

Identify preexisting intellectual property and any license or assignment language to avoid unintended transfers of ownership.

Data Handling

Technical requirements for storage, encryption, and access controls when electronic transfer or PHI is involved.

Return Procedure

Step-by-step instructions for returning or securely destroying confidential materials at termination or upon request.

Comparison: Typical eSignature Vendor Pricing and Capabilities

Basic pricing and feature indicators for common e-signature vendors to inform platform selection; signNow appears first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes Yes No No

FAQs and Troubleshooting for NDAs and Electronic Execution

Answers to common questions about enforceability, execution, and technical requirements when using electronic signatures for NDAs.


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