Employee Non-Disclosure Agreement (NDA)
This Employee Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date], by and
between [Company Name], a [Company Type], located at [Company Address] (“Company”), and
[Employee Name], located at [Employee Address] (“Employee”).
1. Definitions
1.1 Confidential Information: "Confidential Information" refers to any and all information, in any
form, disclosed by the Company to the Employee, including but not limited to business plans,
strategies, customer lists, financial data, software, trade secrets, technical information, personal
data, and other proprietary information, that the Company has designated as confidential or
should reasonably be considered confidential based on the circumstances of its disclosure.
1.2 Personal Data: Any information relating to an identified or identifiable natural person in
accordance with data protection laws and the Company’s Information Security Management
System (ISMS) as per ISO 27001:2022.
2. Purpose
The purpose of this Agreement is to protect the confidentiality of the Company’s proprietary
and sensitive information as per the ISO 27001:2022 standard and to ensure the Employee
understands and complies with the company’s information security policies.
3. Obligations of the Employee
3.1 The Employee agrees to maintain all Confidential Information in strict confidence and not
disclose it to any third party without the prior written consent of the Company, except where
such disclosure is required by law.
3.2 The Employee shall not use Confidential Information for any purpose other than for the
benefit of the Company during their employment.
3.3 The Employee agrees to comply with the Company’s information security policies,
procedures, and controls in accordance with ISO 27001:2022, including but not limited to access
controls, encryption, and secure disposal of information.
3.4 The Employee agrees not to remove any Confidential Information from the Company's
premises or access it remotely unless specifically authorized.
3.5 The Employee agrees to report any suspected or actual security breach involving
Confidential Information immediately to the Company as per the procedures outlined in the
Company’s ISMS.
4. Exclusions from Confidential Information
The obligations of confidentiality do not apply to information that:
a) Is or becomes public knowledge through no fault of the Employee;
b) Is lawfully received by the Employee from a third party without breach of any confidentiality
obligation;
c) Is independently developed by the Employee without the use of the Company’s Confidential
Information.
5. Return of Confidential Information
Upon termination of employment or upon request by the Company, the Employee agrees to
return or securely destroy all documents, files, and other materials containing Confidential
Information in the Employee's possession or control.
6. Data Protection and Privacy
The Employee agrees to handle all Personal Data in compliance with applicable data protection
laws, including the General Data Protection Regulation (GDPR) and the Company’s data privacy
policies in accordance with ISO 27001:2022.
7. Intellectual Property
The Employee acknowledges that all intellectual property developed during the course of their
employment, including any inventions, designs, patents, trademarks, and copyrights, remain the
exclusive property of the Company.
8. Duration of Confidentiality Obligations
The Employee’s obligation to maintain the confidentiality of the Company’s Confidential
Information shall survive the termination of the Employee’s employment for a period of [X]
years, or as required by law, whichever is longer.
9. Breach and Remedies
9.1 The Employee acknowledges that the disclosure or misuse of Confidential Information will
cause irreparable harm to the Company. In the event of a breach of this Agreement, the
Company is entitled to seek injunctive relief, damages, or any other legal remedy available.
9.2 The Employee agrees that any unauthorized disclosure of Confidential Information is
grounds for immediate dismissal and may result in legal action.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
[Country/State].
11. Miscellaneous
11.1 Severability: If any provision of this Agreement is found to be unenforceable, the remainder
of the Agreement shall continue in effect.
11.2 No Waiver: No waiver of any provision of this Agreement shall be deemed a waiver of any
other provision.
11.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties
regarding the subject matter herein and supersedes all prior agreements or understandings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
[Company Name]
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________
[Employee Name]
By: ________________________
Name: ______________________
Date: _______________________
