Can confidentiality really last forever?

For trade secrets, yes — as long as the information remains a trade secret under applicable law. For other confidential information, courts may strike unreasonably long terms. The 3–5 year typical limit is a reasonable middle ground that survives review in most jurisdictions.

Is this enforceable in California?

Yes, with caveats. California allows employee NDAs but invalidates non-competes embedded in them (a common drafting mistake). California also requires the invention-assignment carve-out for personal-time inventions. The template above includes both protections.

What if the employee already signed a similar NDA at a prior job?

They are still bound by the prior NDA for the prior employer's information. Make sure your NDA does not require them to disclose information they are obligated to keep confidential elsewhere — include a representation that signing this NDA does not breach any prior agreement.

Employee Non-Disclosure Agreement

NDA specifically for new hires — protects company IP and trade secrets.

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EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into on May 4, 2026 between:

   Acme Corporation, a corporation with its principal place of business at 500 Market Street, San Francisco, CA ("Company")

and

   Jordan Taylor, residing at 742 Evergreen Terrace, Springfield, IL ("Employee")

In consideration of Employee's employment by Company and the access to confidential information that employment will entail, the parties agree as follows:

1. CONFIDENTIAL INFORMATION

   "Confidential Information" includes any non-public information disclosed to or learned by Employee during the course of employment, including without limitation: trade secrets, customer lists and data, pricing information, financial records, business plans, marketing strategies, product designs, source code, technical specifications, internal communications, employee compensation, and any third-party information the Company is obligated to keep confidential.

   Confidential Information does NOT include information that (a) is or becomes publicly known through no fault of Employee, (b) was rightfully known to Employee before disclosure by the Company, or (c) is independently developed by Employee without use of Confidential Information.

2. EMPLOYEE OBLIGATIONS

   Employee agrees:
   (a) To use Confidential Information solely to perform Employee's duties for the Company.
   (b) To not disclose Confidential Information to any person outside the Company without prior written authorisation.
   (c) To take reasonable precautions to safeguard Confidential Information, including not leaving it in unsecured locations and using strong passwords on Company systems.
   (d) To return or destroy all Confidential Information upon termination of employment, including any copies stored on personal devices.

3. DURATION

   Employee's obligations under this Agreement begin on the effective date and continue throughout employment and for 3 years after termination of employment, except that obligations regarding trade secrets shall continue indefinitely as long as the information remains a trade secret under applicable law.

4. PERMITTED DISCLOSURES

   Nothing in this Agreement prohibits Employee from (a) reporting possible violations of federal or state law to any government agency, (b) cooperating with government investigations, or (c) disclosing information protected by whistleblower laws including the Defend Trade Secrets Act, which permits disclosure of trade secrets in confidence to a federal, state, or local government official solely for the purpose of reporting or investigating a suspected violation of law.

5. INVENTION ASSIGNMENT

   Employee agrees that any inventions, discoveries, designs, software, or works of authorship that Employee creates, conceives, or reduces to practice during the course of employment with the Company, and which (a) relate to the Company's business, (b) result from work performed for the Company, or (c) use Company resources or Confidential Information, are the sole property of the Company. Employee hereby assigns to the Company all right, title, and interest in such inventions and agrees to execute any documents reasonably necessary to perfect this assignment.

   This assignment does NOT apply to inventions Employee develops entirely on their own time, without using Company equipment or Confidential Information, that do not relate to the Company's business or to any work performed for the Company. Employee shall promptly disclose all such inventions to the Company in writing for verification.

6. NO RIGHTS GRANTED

   This Agreement does not grant Employee any rights, by license or otherwise, to any intellectual property of the Company.

7. INJUNCTIVE RELIEF

   Employee acknowledges that breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate, and that the Company is entitled to seek injunctive relief in addition to any other remedies available at law.

8. GOVERNING LAW

   This Agreement is governed by the laws of California.

9. SEVERABILITY

   If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full effect.

10. ENTIRE AGREEMENT

   This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior agreements on this subject.


COMPANY:                                     EMPLOYEE:


_______________________________              _______________________________
Acme Corporation                                Jordan Taylor

By: __________________________               Date: _______________
Title: _______________________
Date: ________________________

About this template

An employee NDA (sometimes called a Confidentiality and Invention Assignment Agreement, or CIIAA) is a foundational hire-time document. Unlike a mutual NDA between two companies, an employee NDA is a one-way obligation flowing from employee to employer, covering everything the employee learns or creates while employed. The two key sections are confidentiality (what the employee cannot disclose) and invention assignment (who owns work product the employee creates). For technology companies, the invention-assignment clause is more important than the NDA itself — without it, an engineer could legally claim ownership of code they wrote on company time. California and a few other states impose strict limits on what inventions can be assigned (anything done entirely on personal time without company resources cannot be claimed), and these carve-outs must be explicit. The Defend Trade Secrets Act of 2016 also requires every employee NDA to include a whistleblower notice, otherwise the employer cannot collect punitive damages or attorneys' fees in a trade-secret lawsuit.

When to use it

New employee onboarding (signed before first day or on day one).
Promoting an employee into a role with broader access to confidential information.
Engaging a contractor whose work involves confidential data (use the contractor version).
After a major IP development that needs explicit assignment.

What to include

Definition of Confidential Information.
Employee obligations (use, non-disclosure, safeguard, return).
Duration of obligations after termination.
Permitted disclosures (whistleblower, government).
Invention assignment + state-mandated carve-outs.
Injunctive relief language.
Governing law.
Signature lines.

Frequently asked

The generic NDA is mutual (both parties protect each other) and typically used between businesses. The employee NDA is one-way (only the employee owes obligations), runs longer (often perpetual for trade secrets), and includes invention assignment. They serve different legal needs — do not substitute one for the other.

⚠ Legal disclaimer. This template is provided for informational purposes only and is not a substitute for legal advice from a qualified attorney. Always consult a licensed professional before using this document for any binding agreement.