AI Generated American Non-Disclosure Agreement (NDA)
PDF & Word - 2026 Updated

This Non-Disclosure Agreement (the "Agreement") is entered into as of 2024-01-15 (the "Effective Date"), by and between Company, a corporation organized under the laws of the State of California, with its principal place of business at 456 Company Avenue, Suite 200, San Francisco, CA 94105 (the "Company"), and the individual employed as a Software Engineer in the Product Development Team whose address is 123 Employee Street, Apt 4B, San Francisco, CA 94105 (the "Employee").

WHEREAS, the Company possesses certain Confidential Information that it desires to protect; and

WHEREAS, the Employee will have access to such Confidential Information in the course of his or her employment with the Company; and

WHEREAS, the parties desire to protect the Confidential Information during the Employee's employment and thereafter in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the Employee's employment with the Company, the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

"Confidential Information" means any information disclosed by the Company to the Employee, in any form or medium (whether written, oral, electronic, or otherwise), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, technical data, financial information, customer lists, marketing strategies, product development plans, and any other proprietary data related to the Company's business.

This definition encompasses information protected under the Defend Trade Secrets Act (DTSA) (18 U.S.C. \§ 1836 et seq.) and the California Uniform Trade Secrets Act (CUTSA) (Cal. Civ. Code \§ 3426 et seq.).

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Employee; (b) was already known to the Employee without any obligation of confidentiality at the time of disclosure; (c) is independently developed by the Employee without use of or reference to the Company's Confidential Information; or (d) is rightfully received by the Employee from a third party without restriction on disclosure.

Additionally, nothing in this Agreement prohibits or restricts the Employee from disclosing information as required by law, provided that (unless prohibited by law) the Employee gives the Company reasonable notice of any such required disclosure to allow the Company an opportunity to seek protective measures. This Agreement also provides the notice required under the DTSA regarding whistleblower immunities.

The Employee acknowledges that trade secrets are protected indefinitely under the DTSA and CUTSA for as long as the information qualifies as a trade secret. The Employee agrees to protect the Company's trade secrets in accordance with this Agreement and applicable law.

Pursuant to 18 U.S.C. \§ 1833(b), the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding, provided that the Employee files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

During the term of employment and thereafter, the Employee shall hold the Confidential Information in confidence and shall not disclose it to any third party without the prior written consent of the Company. The Employee shall use at least reasonable care to protect the Confidential Information.

The Employee shall promptly notify the Company of any unauthorized disclosure or misuse of Confidential Information of which the Employee becomes aware.

Nothing in this Agreement shall be interpreted to restrict the Employee's rights under the National Labor Relations Act (NLRA) Section 7 to engage in concerted activities, including discussing wages, hours, or working conditions with colleagues or third parties. Additionally, nothing herein restricts the Employee from reporting violations of law to government agencies.

The Employee may use the Confidential Information solely to perform his or her job duties for the Company. The Employee may disclose the Confidential Information only with the Company's prior written consent or as required by law.

If the Employee is required by law or legal process to disclose any Confidential Information, the Employee shall (unless prohibited by law) promptly notify the Company in writing to allow the Company an opportunity to seek a protective order or other remedy. The Employee shall cooperate with the Company, at the Company's expense, in any effort to challenge or limit such disclosure. This provision does not limit the DTSA whistleblower immunities described in Section 4.

This Agreement becomes effective on the Effective Date and continues during the Employee's employment with the Company.

The Employee's obligations under this Agreement regarding Confidential Information (other than trade secrets) shall continue for a period of three (3) years after the termination of employment. Obligations with respect to trade secrets shall continue for as long as the information remains a trade secret under applicable law.

Upon termination of employment or at any time upon the Company's request, the Employee shall promptly return or destroy all Confidential Information in his or her possession or control, including all copies, notes, and derivative works.

The Employee shall certify in writing to the Company that all such materials have been returned or destroyed. If complete destruction is not possible (e.g., due to backup systems or electronic archives), the Employee shall notify the Company and continue to protect such information in accordance with this Agreement.

In the event of a breach or threatened breach of this Agreement, the Company shall be entitled to seek all available remedies at law or in equity, including but not limited to damages, injunctive relief, and reasonable attorney fees and costs to the extent permitted by law. The remedies provided herein are cumulative and not exclusive.

This Section does not alter any rights or obligations under the Fair Labor Standards Act, NLRA, or other applicable labor laws.

The Employee acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief to prevent or remedy any breach or threatened breach, without the necessity of posting a bond to the extent permitted by law. The Employee agrees that a court may nonetheless require a bond. Such relief shall be in addition to any other remedies available to the Company.

Nothing in this Agreement grants the Employee any license, ownership, or other rights in or to the Company's Confidential Information, except the limited right to use it as expressly permitted herein. All rights, title, and interest in the Confidential Information remain with the Company.

Nothing in this Agreement prohibits the Employee from competing with the Company or soliciting customers or employees after the termination of employment, to the extent permitted by California law, including California Business and Professions Code \§ 16600. This Agreement is not intended to function as a non-compete agreement and shall not be interpreted as such.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties agree to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California, for any disputes arising under this Agreement.

This Agreement is intended to comply with the DTSA, CUTSA, NLRA, FLSA, California Business and Professions Code \§ 16600, and all other applicable laws.

Nothing in this Agreement is intended to or shall restrict the Employee's rights under the National Labor Relations Act, the Fair Labor Standards Act, or any other applicable labor or employment laws, including the right to engage in concerted activities regarding wages, hours, or working conditions, or to report violations of law to government agencies.

The obligations under this Agreement, including but not limited to those regarding non-disclosure, protection of trade secrets, return of information, and remedies, shall survive the termination of the Employee's employment for the periods specified herein.

This Agreement, together with any existing or future employment agreement between the parties (if applicable), constitutes the entire understanding between the Company and the Employee with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral. The recital in Section 1 confirming no prior employment relationship is noted; this Agreement does not alter the at-will nature of any employment relationship in California.

Any amendments to this Agreement must be in writing and signed by both the Company and the Employee.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. A waiver of any provision must be in writing and signed by the party against whom the waiver is asserted.

The Company may assign this Agreement to an affiliate or to a successor in interest in connection with a merger, acquisition, or other business transfer. The Employee may not assign this Agreement without the Company's prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties' successors and permitted assigns.

All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or email. Notices to the Employee shall be sent to the address or email on file with the Company. Notices to the Company shall be sent to 456 Company Avenue, Suite 200, San Francisco, CA 94105 or hr@company.com. Notices sent by certified mail shall be deemed delivered three (3) business days after mailing.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures complying with the California Uniform Electronic Transactions Act (UETA) and the federal ESIGN Act shall be deemed original signatures.

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

The Employee acknowledges that he or she has read and understands this Agreement, has received a copy of it, and has had the opportunity to seek independent legal advice before signing. The Employee further acknowledges that this Agreement does not alter the at-will nature of employment in California, if applicable.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Company: _______________________________ By: ________________________________ Title: _______________________________ Date: ________________________________

Employee: _______________________________ Signature: _______________________________ Printed Name: _______________________________ Date: ________________________________