employee-nda

name	employee-nda
title	Employee Non-Disclosure Agreement
description	Drafts U.S. employee non-disclosure/confidentiality agreements that protect employer trade secrets and proprietary information while preserving employee mobility. Triggers on: employee NDA, confidentiality agreement, non-disclosure agreement, trade secret protection, proprietary information, onboarding confidentiality clause, pre-employment NDA.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/employee-nda
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	employment
language	en
tags	["agreement","drafting","transactional"]

Employee Non-Disclosure Agreement

Draft an enforceable employee confidentiality agreement that protects proprietary information without functioning as a noncompete.

Quick Start

Collect before drafting:

1. Employer name, entity type, state of formation, address.
2. Employee name, address, position, start date, access level.
3. Governing law, venue or arbitration preference.
4. Confidential information inventory and industry context.
5. Third-party confidentiality obligations binding the employer.
6. Duration targets (trade secrets vs. non-trade-secret info).
7. Execution method (wet ink or e-sign) and notice addresses.

Agreement Sections

Draft each section in order:

Section	Content
Title + Parties	Name as Employee Non-Disclosure Agreement; identify parties; define Effective Date.
Recitals	Role, access to confidential info, employer's legitimate interest, consideration, employee acknowledgment of value and harm from breach.
Definitions	Define Confidential Information per checklist below; include exclusions and skills carve-out.
Employee Obligations	Non-disclosure; non-use beyond duties; reasonable care; need-to-know access; security practices; prompt breach reporting.
Compelled Disclosure	Permit legally required disclosure; require prompt notice and cooperation for protective order unless prohibited.
Return/Destruction	Return or certified destruction of all materials on separation; confirm no copies retained.
Term/Survival	Effective date; post-termination survival; separate durations per matrix below.
Statutory Notices	DTSA immunity notice (see below); state-specific notices [VERIFY].
Remedies	Irreparable harm acknowledgment; injunctive relief; cumulative remedies; attorneys' fees per jurisdiction [VERIFY].
Governing Law + Venue	State law and venue with nexus to employment; consider public-policy limits.
Dispute Resolution	If arbitration: rules, seat, arbitrator selection, cost allocation; carve out injunctive relief.
Boilerplate	Entire agreement; written amendment; severability/blue-pencil; waiver; assignment; notices; counterparts; e-sign.