Employee non-disclosure agreement.
A new-hire NDA that runs alongside the offer letter — confidentiality, return-or-destroy on departure, and a paired IP assignment block. Drafted to survive separation.
This Employee Non-Disclosure and Invention Assignment Agreement (the "Agreement") is made between [Company Name], a [legal form] (the "Company"), and [Employee Name] (the "Employee"), effective as of [Effective Date]. As a condition of and in consideration of the Employee's employment by the Company, the Employee agrees as follows. 1. Confidential Information. The Employee acknowledges that the Company possesses confidential and proprietary information, including without limitation business plans, customer lists, technical data…
What's inside the document.
Definition of confidential information specific to an employment context — business plans, customer lists, product roadmap, financials, trade secrets.
Non-disclosure, non-use, internal handling, marking conventions, and the duty to protect.
Assignment of inventions, copyrights, and work product made during employment. Lists carve-outs for pre-existing IP.
Obligation on departure to return or destroy all confidential information and certify the same in writing.
Confidentiality and IP assignment obligations survive termination of employment.
Injunctive relief and damages. Reasonable-scope language for jurisdictions that scrutinise post-employment restraints.
Jurisdiction selection aligned with the employment contract.
Signed at the start of employment alongside the offer letter and contract.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
6 steps from download to use.
- 01Open the NDA and confirm the employer-name, employee-name, and effective-date placeholders.
- 02List the pre-existing IP exclusions the new hire is bringing with them (e.g. open-source contributions, prior inventions).
- 03Confirm the scope of confidential information matches your industry — adapt the list if you're in regulated finance, healthcare, defence.
- 04Set the governing law to match the employment contract.
- 05Send for signature at offer-acceptance, before the start date.
- 06File a signed copy in the personnel file and provide a copy to the employee.
The right document at the right moment.
Sign every new hire on this NDA at offer-acceptance, before they receive access to any confidential information. The pairing with IP assignment ensures the company owns work product created during employment — particularly important for engineering, design, research, and creative roles.
For executive hires, pair with the executive offer letter (which has its own confidentiality and restrictive-covenant clauses). For contractors, use the contractor NDA, which is built for non-employment engagements with different IP and use restrictions.
Honest answers before you download.
- Does this cover IP assignment?
- Yes — Section 03 assigns inventions, copyrights, and work product made during employment to the company, with the customary carve-outs for pre-existing IP and personal projects unrelated to the role.
- Is this enforceable post-employment?
- The confidentiality and IP assignment obligations survive termination. The reasonableness of post-employment restraints (non-use of trade secrets) varies by jurisdiction. The document is drafted with reasonable-scope language but local counsel review is recommended.
- Can I add a non-compete here?
- Use the stand-alone non-compete template for that. Mixing non-competes into an NDA muddies the document and complicates enforceability if one clause is struck down.
Other documents in this neighbourhood.
Mutual NDA
Bilateral NDA for partnership, M&A, and vendor talks.
IP assignment agreement
Stand-alone IP assignment when the NDA isn't the right home for it.
Employment offer letter
Pair the NDA with the offer letter at acceptance.
This employee non-disclosure agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.