Non disclosure agreement for employees


Can anyone help us with a Non-Disclosure Agreement for our employees. What are the rules and clauses to be mandatorily looked into?
Please provide a sample document as well.


A non-disclosure agreement is a contract whereby two parties signing it agree not to disclose any confidential information outside of work. Non-disclosure agreements are generally made to protect business confidential.

Try this article .


Hi Sandeep,

A Non-Disclosure Agreement with employees ideally will have the following:

1. Recital of the Parties
(stating that the NDA is executed at which location on which date, between xxx and yyy with fullstyle address).
2. Purpose of the NDA
(you have specify that being it a employer-employee relationship, the company may share/disclose information that are confidential in nature and the NDA is to obligate the receiving party/recipient not to disclose such information)
3. Define Confidential Information (to specify what constitutes a confidential information and what not by providing the list of exceptional situations that exempts confidentiality obligations)
4. Confidentiality Obligations (Non-disclosure and non-use) of the Recipient
(dos and don’ts while dealing with the information)
5. Ownership of Confidential Information by the Employer
(all information disclosed by the employer belongs to the employer and the recipient is obligated through this clause not to make any claims)
6. Return of Confidential Information
(upon termination or on request at any time during the employment, the employee to return the information)
7. Termination and Survival of certain clauses
(term of the NDA, how it will be terminated, and what are the obligations under certain clauses that shall surive post termination)
8. Non-Compete clause
(post termination of employment, there may be a reasonable timeframe for which the employee may be required not to work with a competitor - this time frame should be very reasonable and minimal as the Courts do not allow any unreasonable duration).
9. Remedies
(as the breach may cause irreparable and immeasurable harm to the company, generally an injunctive relief is specified under this clause along with other legal and equitable remedies that are available).
10. Other boiler-plate clauses (notice, governing law, jurisdiction, non-waiver, severability, entirety of the agreement).

Hope the above helps.

Bhuvana Anand

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