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Employee Confidentiality Agreement

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VIA NET.WORKS, INC. EMPLOYEE CONFIDENTIALITY AGREEMENT

As an employee whom will perform services for compensation for VIA NET.WORKS, Inc., (the "Company"), I agree to the following:

1. Confidential Information ("Proprietary Information"); the Company's Ownership of Proprietary Information.

Please read the definition of "the Company's Proprietary Information."

"Proprietary Information" shall mean trade secrets, confidential information, data or any other proprietary information of the Company and all affiliates and subsidiaries of the Company. "Proprietary Information" includes but is not limited to: (a) inventions, trade secrets, ideas, processes, formulae, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "Inventions"); (b) information regarding plans for research, development, new products, acquisitions, marketing and selling, business plans, budgets and unpublished financial statements, prices and costs, suppliers and customers; and (c) information relating to personnel, investors and capital structure.

I agree to keep the Company's Proprietary Information in strict confidence. I will not disclose, use, lecture upon, or publish any of the Company's Proprietary Information, except as required in the course of my work for the Company. I agree to abide by these restrictions with respect to any Proprietary Information of any third party to the extent I receive such information in the course of my employment with the Company.

I agree that all Company Proprietary Information is solely owned by the Company. In other words, all right, title, and interest in any Company Proprietary Information shall be the exclusive property of the Company and any patent rights, copyrights, mask work rights, trade secret rights, and all other rights recognized throughout the world shall be considered the exclusive property of the Company.

2. Assignment of Inventions.

I agree that the Company owns any and all Inventions that I create during my employment with the Company. I agree to assign to the Company all rights, title, and interest in any Inventions along with all relevant Proprietary Rights developed in part or in whole by me during the period of my employment with the Company. Inventions assigned to the Company are hereinafter referred to as "Company Inventions."

I concede that my efforts as well as the fruits of my efforts for the Company are under the exclusive right and control of the Company. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment are "works made for hire" of the Company. The term "works made for hire," shall be equivalent in meaning to the term as defined by the United States Copyright Act (17 U.S.C., Section 101).

3. Enforcement or Proprietary Rights.

It may be necessary to have me execute documents confirming the Company's ownership of results from my work for the Company, and I agree to execute such documents as the Company may request from time to time whether during my employment or after.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

4. Obligation to Keep Company Informed.

During and for one year after my employment, I will inform the Company of any and all of my Inventions. In addition, after termination of my employment, I will disclose all patent applications filed by me within one year after the termination of my employment.

5. Prior Inventions.

If I produced Inventions before my employment with the Company, they are excluded from the scope of this Agreement. To prevent any possible uncertainty, the attached Exhibit A lists all Inventions that I, alone or jointly with others, have conceived, developed, or reduced to practice, or caused to be conceived, developed, or reduced to practice prior to the commencement of my employment with the Company. I may add to the list at a later time if I later recall previously-conceived Inventions that I have not listed at this time. I consider all such listed Inventions to be my property or the property of third parties and I deem them excluded from the scope of this Agreement. If disclosure of any such Invention on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not required to list such Inventions in Exhibit A; however, should this situation occur, I will inform the Company that all Inventions have not been listed.

6. Additional Activities.

I will only work for or conduct business with the Company during my employment; also, I will not hire an employee of the Company for one year after my employment. I agree that during the period of my employment with the Company I will not engage in any employment or business activity without the Company's express written consent, other than for the Company. For the period of my employment and for one year after my employment with the Company, I, as a proprietor, partner, stockholder, employee, agent, representative, or otherwise, will not hire, engage, or attempt to hire or engage, directly or indirectly, any employee of the Company.

7. No Improper Use of Materials.

During my employment with the Company I will not disclose any confidential or proprietary information regarding any former employer. I agree not to bring, even inadvertently, any books, drawings, notes, and materials, which I may possess, that concern any of my former employers.

8. No Conflicting Obligation.

I have no prior agreements that conflict with my employment with the Company or with this Agreement. I represent that my compliance with this Agreement does not and will not breach any agreement, which I entered prior to my employment, to keep information acquired by me in confidence. I have not entered into and I will not enter into, any written or oral agreement that henceforth may be in conflict with this Agreement.

9. Return of Company Documents.

When I leave the employ of the Company, I will return all Company items and property in my possession. I agree to turn over to the Company all notes, data, diskettes, tapes, reference items, sketches, drawings, memoranda, records, and other materials in my possession or control that, in any way, relate to any of the Company Proprietary Information.

10. Legal and Equitable Remedies.

This Agreement will be enforced using all available legal and equitable remedies. Because my services are personal and unique and because I may have access to Proprietary Information, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond, and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

11. Notices.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing.

Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three days after the date of mailing.

12. General Provisions.

12.1 Governing Law. This Agreement will be governed by and construed according to the laws of the Commonwealth of Virginia.

12.2 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter hereof and supersedes and merges all prior discussions between us. No Modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. As used in this Agreement, the period of my employment includes any time during which I may be retained by the Company as a consultant.

12.4 Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns.

12.5 Survival. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.

12.6 Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right of the Company's right to terminate my employment at any time, with or without cause. I understand that my employment with the Company is on an "at will" basis and may be terminated by the Company or me at any time.

This Agreement shall be effective on the first day of my employment with the Company, namely:

I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT TO THE BEST OF MY KNOWLEDGE AT THIS TIME.

Signature:

Date:

Name:

Address:

Address details from the document:

Turpin Lodge

Winter Hill Road

Pinkneys Green

Berks SL6 6PJ UK

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What the Employee Confidentiality Agreement Is and When It Applies

An Employee Confidentiality Agreement (also called an employee NDA) is a contract that defines confidential information the employee may access, limits disclosure, and sets obligations during and after employment. Typical provisions include definitions of confidential information, permitted disclosures, duration of confidentiality, return of materials, and remedies for breach. This agreement is used to protect trade secrets, business strategies, client lists, and other nonpublic data the employer reasonably expects to keep private. The document is enforceable as a contract when signed with intent, consent, attribution, and retained in a retrievable form under ESIGN and UETA principles.

Why an Employee Confidentiality Agreement Matters

The agreement reduces risk by clarifying confidentiality expectations, preserving business value in trade secrets and sensitive data, and creating contractual remedies for unauthorized disclosure. It supports compliance with sector laws such as HIPAA for protected health information when tailored appropriately.

Why an Employee Confidentiality Agreement Matters

Who Typically Prepares and Signs This Agreement

Use role-based assignment to ensure the right stakeholder reviews industry-specific clauses like HIPAA addenda or IP assignment language.

  • New hires and existing employees who will access confidential business or customer information.
  • Human resources or legal staff responsible for onboarding and compliance.
  • Contract administrators and hiring managers coordinating role-specific clauses.

Primary Signatory Roles

HR Manager

Typically responsible for distributing, explaining, and retaining signed agreements; coordinates any required revisions with legal counsel and ensures onboarding systems capture execution data.

Employee

Signs to acknowledge receipt and acceptance of confidentiality obligations; the employee’s clear intent and attribution are necessary for enforceability under ESIGN (15 U.S.C. ch. 96) and applicable state laws.

Core Sections to Include in a Professional Agreement

A complete Employee Confidentiality Agreement combines clear definitions with enforceable obligations, time limits, and remedies so parties understand rights and duties.

Definitions

Clear, specific definition of 'Confidential Information' with examples and exclusions (public domain, pre-existing knowledge, independently developed information).

Obligations

Employee duties to protect information, use limits, permitted disclosures to legal counsel, and required safeguards such as encryption or secure storage.

Term & Survival

Effective date, duration of obligations, and survival clauses specifying which confidentiality duties continue after employment ends.

Return of Materials

Procedures and timelines for returning or certifying destruction of confidential documents, devices, and copies upon separation or request.

Remedies

Available remedies for breach including injunctive relief, damages, and allocation of attorney fees where permitted by law.

Governing Law

Choice of law clause naming the state law that will govern interpretation and disputes, with reference to ESIGN/UETA for electronic execution validity.

Step-by-Step: How to Complete the Agreement

Follow a consistent sequence to reduce errors: prepare, review, sign, and retain executed copies.

  • 01
    Prepare: Populate employer and employee fields, effective date, and scope.
  • 02
    Review: Have legal or HR verify scope, survival, and any required addenda (HIPAA, IP assignment).
  • 03
    Sign: Execute electronically or on paper before access to confidential information is granted.
  • 04
    Store: Retain the signed copy in a secure records system with access controls and audit logging.

Configuring an Online Signing Workflow

Set up a repeatable digital workflow to ensure every agreement is completed consistently and captured in audit logs.

Field Configuration
Template Create a reusable template with locked core clauses and editable role-specific fields
Signer Order Assign signing sequence: HR or manager then employee
Authentication Choose email link or stronger MFA/SMS for sensitive roles
Retention Automatically save signed PDF and audit trail to secure storage

How Electronic Signing Typically Works for This Agreement

An online signing flow simplifies execution while preserving legal evidence required under ESIGN and UETA.

  • Upload Document: Upload template or finalized agreement to the eSignature system
  • Place Fields: Add signature, date, and initial fields for all parties
  • Send to Signer: Email or link delivered; optional identity verification is applied
  • Completion Record: Signed PDF and audit trail are archived automatically

Technical Considerations for eSigning and Storage

Maintain platform logs and access controls; consider a BAA for HIPAA-covered data and 21 CFR Part 11 controls for FDA-regulated records.

  • Document Formats: PDF, DOCX supported
  • Integrations: HRIS, Google Drive, Salesforce
  • Security: TLS 1.2/1.3 and AES-256

Timing: When to Issue, Sign, and Retain

Timely execution and retention protect enforceability; follow internal deadlines and regulatory retention baselines.

Issue Before Access:

Provide and sign the agreement before the employee accesses confidential systems or data

Onboarding Deadline:

Complete signing within the onboarding window, typically before first day or within 1 business day

Retention Start:

Retention period begins on the effective date or termination, depending on clause language

Audit Readiness:

Ensure signed copies and audit trails are retrievable for compliance reviews

Amendments:

Apply and execute any amendments promptly with same signing controls

Key Milestones from Draft to Enforcement

Track milestones so the agreement is valid, enforced, and stored properly across its lifecycle.

01

Draft Approval

Legal and HR finalize language and any industry-specific addenda before distribution.

02

Signer Execution

Employee signs with evidence of intent and attribution via chosen authentication method.

03

System Archival

Signed document and audit trail are stored in secure records with restricted access.

04

Enforcement Review

If breach suspected, preserve records and consult counsel to evaluate injunctive or monetary remedies.

Essential Data Elements to Capture

Employee Identity: Full legal name
Employer Identity: Legal business name
Effective Date: MM/DD/YYYY
Role: Job title or department
Scope: Categories of protected data
Signatory Proof: Signature timestamp and method

Common Preparation Errors to Avoid

  • Using overly broad confidentiality definitions that courts may find unenforceable or ambiguous.
  • Failing to have the proper party name or legal entity listed, which can create gaps in enforceability.
  • Neglecting to include survival clauses, leading to uncertainty about post-employment obligations.
  • Relying on oral assurances instead of a signed, dated, and retained written agreement with audit trail.

Risks of an Incorrect or Missing Agreement

Loss of Trade Secret Protection: Court may deny trade secret remedies
Damages Exposure: Monetary losses for misappropriation
Injunction Limitations: Difficulty obtaining injunctive relief
Employment Claims: Potential whistleblower/retaliation defenses
Regulatory Noncompliance: HIPAA or other statutory penalties
Reputational Harm: Loss of client trust and business value

Real-World Examples of Employee Confidentiality Agreement Use

Examples illustrate practical uses and integration with HR and business systems.

Martin Properties

The firm moved onboarding online to secure tenant and vendor data

  • Tim Martin used a single template for all hires
  • Adoption reduced turnaround time and preserved audit trails across mobile and offline signing workflows.

Fertility Centers of Illinois

The clinic implemented HIPAA-aware confidentiality agreements for staff

  • John Butler integrated eSign with record systems
  • The workflow increased compliance tracking and simplified document retrieval for audits.

Practical Tips for Accurate and Efficient Completion

Apply consistent practices to reduce ambiguity and litigation risk when preparing employee confidentiality agreements.

Use Precise Definitions
Define confidential information with specific categories and carve-outs; vague or overly broad definitions increase the chance a court will limit enforceability.
Limit Scope and Duration
Tailor duration and scope to legitimate business needs; perpetual or global restrictions may be unenforceable in some jurisdictions.
Record Execution Evidence
Capture signer attribution, timestamp, and authentication method in the audit trail to meet the ESIGN four-prong validity test.
Coordinate with Other Agreements
Ensure NDAs, IP assignment clauses, and separation agreements do not conflict and that any carve-outs for whistleblowing or statutory rights are included.

How an Employee Confidentiality Agreement Differs from Related Documents

This quick comparison highlights primary functional differences between an employee NDA and a contractor NDA.

Criteria Employee NDA Contractor NDA
Purpose protect employer secrets protect client or project secrets
IP Assignment often included often separate
Employment Terms may reference employment typically not included
Enforceable Post-Term yes, with reasonable limits yes, with contractual terms

Pricing and Feature Comparison for eSignature Solutions

Compare common pricing and feature criteria for eSignature providers frequently used to execute employee confidentiality agreements.

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 (premium tier) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions and Troubleshooting

Answers to common practical and legal questions about preparing, signing, and enforcing employee confidentiality agreements.


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