Employee Non-Disclosure Agreement (NDA)

This Employee Non-Disclosure Agreement ("Agreement") is made and entered into as of ("Effective Date"), by and between ("Employer") and ("Employee").

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" refers to any data or information, oral or written, disclosed by the Employer to the Employee that is not generally known to the public.

2. Obligations of the Employee

• The Employee shall not disclose Confidential Information to any third party.
• The Employee shall not use Confidential Information for any purpose other than as required in the scope of their employment.
• The Employee shall take all reasonable measures to protect the confidentiality of the information.

3. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Employee;
• Is received from a third party without breach of any obligation of confidentiality;
• Is independently developed by the Employee without use of Confidential Information.

4. Term

This Agreement and the Employee’s obligation to maintain the confidentiality of Confidential Information shall remain in effect both during and after the period of their employment with the Employer.

5. Return of Materials

Upon termination of employment, the Employee agrees to return all documents and materials containing Confidential Information to the Employer.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of .

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter herein.