What is Employee Non-Disclosure Agreement Drafting?
An employee non-disclosure agreement is a legal contract that ensures a company’s trade secrets and other information is protected, prohibiting employees from sharing it with others.
If you’re in need of an employee non-disclosure agreement, you might wonder how to draft it.
Read the rest of this article for clarity about what to include in it, such as what key terms must be featured, and how a lawyer can assist you with the process.
What are Key Terms in an Employee Non-Disclosure Agreement?
An employee non-disclosure agreement usually contains the following information:
- Confidential information. The exact information, such as client lists and financial data, has to be stated for clarity.
- Employee roles. Specify the obligations employees have to protect the information and what they’re responsible for, such as only using the information they have access to for specific tasks.
- Uses. Be clear about what the confidential information can be used for, including prohibited uses.
- Exclusions. For clarity, mention what information isn’t included in the agreement as confidential, such as information that’s known to the public.
- Duration. State how long the non-disclosure agreement must remain in effect, such as a certain number of years.
How Do You Draft an Employee Non-Disclosure Agreement?
Once you’ve laid out your key terms, an employee non-disclosure agreement should contain the following additional information.
Define the Confidential Information
You should list all the confidential information that needs to be protected, such as the company’s financial data or client lists. This ensures both parties involved know what confidential information must be kept safe and private.
Clarify Usage
Make sure that your agreement explains how the private information should be used by the employee and what activities are prohibited, such as sharing the information with third parties. This serves to prevent disputes or accidental violations.
Include Restrictive Clauses
You might want to include non-solicitation and non-compete terms to prevent employees from soliciting the company’s clients or competing with the company in a specific area and for a certain duration of time. A lawyer can assist you with these clauses, ensuring that they’re legally sound and fair to both parties.
Consider the Confidentiality Duration
Confidentiality obligations might remain after the contract comes to an end, but specify for how long these will remain in effect. Avoid making the duration unlimited as it should be reasonable and determined by the information and local laws.
Specify How to Handle Breaches
Should there be misuse or violations of the protected information, you should specify what constitutes a breach and what remedies will apply. Remedies can include injunctions to prevent further disclosure and claims for losses or damages.
Do You Need a Lawyer to Draft an Employee Non-Disclosure Agreement?
It’s not always necessary to hire a lawyer to draft your employee non-disclosure agreement, but it can help you, especially since the agreement must protect your interests and be legally sound.
A lawyer can help you by:
- Assessing the employer’s requirements. They’ll look at the business interests and what confidential information is covered by the agreement.
- Defining the confidential information. This ensures both parties clearly understand what information needs to be protected and for how long.
- Drafting obligations for parties. For example, a lawyer will specify how employees are allowed to use, store, and share the protected data.
- Providing a reasonable duration of confidentiality. They’ll set up clear, fair periods for protecting confidential information.
- Aligning the agreement with relevant laws. They’ll ensure that all terms are aligned with data protection, employment, and other relevant laws.
- Addressing intellectual property ownership. They’ll determine if your agreement requires additional clauses to protect your IP, such as inventions, designs, and software.
- Including return and deletion clauses. They’ll include requirements for how the employee must return or delete the information when their employment comes to an end.
- Implementing the agreement. This includes getting signatures and guiding you on how the agreement can be introduced to employees.
- Reviewing your agreement. If you’ve drafted your employee non-disclosure agreement, you can hire a lawyer to provide a thorough review of it so that you feel confident that it’s legally enforceable, clear, and detailed.
Where to Find a Lawyer for Employee Non-Disclosure Agreement Drafting
If you need to find and hire a lawyer to help you draft an employee non-disclosure agreement, you should use an online legal platform that helps you ensure it’s clear and protects you legally.
ContractsCounsel is an online legal marketplace that connects you to a curated network of lawyers, all of whom have been vetted on the platform. You’ll have access to a range of lawyers who are reputable and experienced.
If you need to ask a lawyer to draft your employee non-disclosure agreement, here are the steps to follow:
- Go to the ContractsCounsel marketplace.
- Select ‘One-time project’ and ‘Create or update contract.’ Or, select ‘Contract review’ if you’d prefer to ask a lawyer to provide a thorough review of your agreement.
- Post your project, or request, which is free. You can include some details of your project or what you need so you match with the most suitable lawyers on the platform.
- Wait for lawyer bids. You’ll receive multiple bids from lawyers on the platform instead of having to search for lawyers.
- Review the platform’s lawyer data. The platform provides a range of information about the lawyers you can hire, such as their location, credentials, field of expertise, years of experience, and client ratings for previous projects completed on the platform.
- Select a lawyer who matches your requirements. Hire them to draft or review an employee non-disclosure agreement for a flat fee.
