Elements of an Employee Non-Disclosure Agreement

Businesses develop or compile a lot of sensitive data that helps them keep a competitive edge over similar companies in their industry. Employers want to keep this information confidential, which is why many employees who have access to or utilize this information are often asked to sign non-disclosure agreements (NDAs) as part of their initial employment contract. If you or someone you know has been asked to sign a non-disclosure agreement and you have questions about its contents, an experienced California employment law attorney can help. Call or contact one in your area today to learn more.

What is an NDA?

A non-disclosure agreement at its core is an agreement between the employer and employee that prohibits an employee from disclosing certain information about the business. The purpose of an NDA is to protect valuable company information that must be shared with employees from being disseminated to others for a specific period of time. A non-disclosure agreement is also permitted when working with independent contractors, vendors, and investors.

Elements of a Non-Disclosure Agreement

There are basic elements that exist in every legal non-disclosure agreement. The first element is the identification of parties, including the employee and employer. The employee must also sign an NDA for it to be valid. The second element is the identification of what information is considered confidential. Non-disclosure agreements cannot be broad and must specifically state what cannot be shared by an employee. The third element is identifying any related business information that is not considered confidential. For example, public knowledge or information already known to the employee is not covered in an NDA.

The fourth element of a non-disclosure agreement is the length of time that the NDA is in effect. Generally speaking, an NDA usually lasts between two and five years, but it must state a specific length of time. Non-disclosure agreements cannot be indefinite. Lastly, an NDA must contain a provision that explains what will happen if the NDA is violated by the employee. To learn more about the elements of an NDA and how a lawyer can help with the negotiation of a non-disclosure agreement, talk to an employment lawyer in your area today.

Limits of an NDA

It is important to note that there are limits to a non-disclosure agreement. An NDA cannot prohibit an employee from speaking up or reporting unethical or illegal behavior. A non-disclosure agreement is not the same as a non-compete clause and therefore cannot stop an employee from going to a competitor. This agreement also does not stop an employee from using or soliciting confidential information for their own purposes, which requires a separate non-solicitation clause.

Call or Contact Our Office Now

An experienced California employment law attorney can help explain the intricacies of a non-disclosure agreement and help negotiate an agreement that is in your best interests. To learn more about your legal options and for help with all employment-related matters, call or contact a knowledgeable attorney in your area today.