STANDARD NDA TRIO PACK

Table of Contents

• Variant Selection Guide
• Variant 1: Mutual Non-Disclosure Agreement
• Variant 2: Unilateral Non-Disclosure Agreement
• Variant 3: Employee NDA with Invention Assignment
• Appendix: Comparison Chart

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Variant Selection Guide

Use MUTUAL NDA when:
- Both parties will exchange confidential information
- Exploring potential business partnerships, joint ventures, or M&A
- Co-development or strategic alliance discussions
- Mutual due diligence required

Use UNILATERAL NDA when:
- Only one party discloses confidential information
- Vendor/supplier evaluations
- Investor pitch situations
- One-way consulting engagements

Use EMPLOYEE NDA when:
- Hiring employees who will access confidential information
- Need to secure IP rights in employee work product
- Combining confidentiality with invention assignment
- Onboarding requires access to trade secrets

[// GUIDANCE: Delete the unused variants before executing. Keep only the variant that matches your business relationship.]

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VARIANT 1 – MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Party A: [PARTY_A_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_A_ADDRESS] ("Party A"); and

Party B: [PARTY_B_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [PARTY_B_ADDRESS] ("Party B").

Party A and Party B are sometimes referred to individually as a "Party" and collectively as the "Parties."

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Recitals

A. The Parties wish to explore a potential business relationship concerning [DESCRIBE_PURPOSE] (the "Purpose").

B. In connection with the Purpose, each Party may disclose Confidential Information to the other Party.

C. The Parties desire to protect the confidentiality of such information and to define their rights and obligations with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. Definition of Confidential Information

1.1 "Confidential Information" means any information, technical data, trade secrets, or know-how disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection of tangible objects, including without limitation:

(a) Business information: customer lists, supplier information, pricing strategies, marketing plans, business strategies, financial information, and sales data;

(b) Technical information: research, product plans, designs, specifications, software (source code and object code), algorithms, processes, formulas, techniques, and inventions;

(c) Personal information: employee data and personnel records; and

(d) Any other information marked as "Confidential," "Proprietary," or bearing a similar legend, or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Confidential Information includes information disclosed before the Effective Date if the Parties agree in writing to treat such prior disclosures as subject to this Agreement.

1.3 Tangible embodiments of Confidential Information, including documents, prototypes, models, samples, and computer files, shall be treated as Confidential Information.

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2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) Was rightfully known to the Receiving Party without restriction on use or disclosure prior to its disclosure by the Disclosing Party, as evidenced by written records;

(c) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation, as evidenced by written records;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or

(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party provides prompt written notice to the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party's efforts to seek protective treatment.

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3. Obligations of the Receiving Party

3.1 Use Restriction. The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party.

3.2 Non-Disclosure. The Receiving Party shall:

(a) Hold the Confidential Information in strict confidence;

(b) Not disclose the Confidential Information to any third party except as permitted under Section 4; and

(c) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

3.3 No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects embodying Confidential Information unless expressly permitted by applicable law despite this restriction.

3.4 No Obligation to Disclose. Neither Party is obligated to disclose any Confidential Information to the other Party. Each Party may, in its sole discretion, refuse to disclose any information or terminate discussions at any time.

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4. Permitted Disclosures

4.1 The Receiving Party may disclose Confidential Information to its employees, officers, directors, attorneys, accountants, advisors, and consultants (collectively, "Representatives") who:

(a) Have a legitimate need to know for purposes of the Purpose;

(b) Have been informed of the confidential nature of the information; and

(c) Are bound by written confidentiality obligations at least as protective as those contained in this Agreement, or are subject to professional duties of confidentiality.

4.2 The Receiving Party shall be responsible for any breach of this Agreement by its Representatives and shall, at its sole expense, take all reasonable measures to restrain its Representatives from unauthorized use or disclosure of Confidential Information.

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5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and continue for [TERM_YEARS] years unless earlier terminated by either Party upon [TERMINATION_NOTICE_DAYS] days' written notice to the other Party.

5.2 Survival. Upon termination or expiration of this Agreement, the obligations set forth in Sections 3, 6, and 7 shall survive for an additional [SURVIVAL_YEARS] years, or for as long as the information remains a trade secret under applicable law, whichever is longer.

5.3 Return or Destruction. Within [RETURN_DAYS] days after termination or upon written request by the Disclosing Party, the Receiving Party shall:

(a) Return to the Disclosing Party or destroy (at the Disclosing Party's election) all documents, materials, and other tangible items containing or representing Confidential Information and all copies thereof; and

(b) Certify in writing to the Disclosing Party that such materials have been returned or destroyed.

(c) Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely for purposes of monitoring its obligations under this Agreement, provided such copy remains subject to the confidentiality obligations herein.

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6. No Rights Granted

6.1 Ownership. All Confidential Information remains the sole property of the Disclosing Party. No license, express or implied, in the Confidential Information or any intellectual property rights therein is granted to the Receiving Party under this Agreement, except for the limited right to use the Confidential Information solely for the Purpose.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.

6.3 No Obligation. Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship.

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7. Remedies

7.1 Injunctive Relief. The Receiving Party acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the necessity of proving actual damages or posting a bond, in addition to all other remedies available at law or in equity.

7.2 Cumulative Remedies. The rights and remedies of the Parties under this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

7.3 Costs and Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and attorneys' fees.

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8. General Provisions

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING_LAW_STATE], without regard to its conflict of law principles.

8.2 Jurisdiction and Venue. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in [VENUE_COUNTY], [VENUE_STATE] for any action arising out of or relating to this Agreement.

8.3 Jury Waiver. EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[// GUIDANCE: Jury waiver provisions are not enforceable in all jurisdictions. Consult local counsel.]

8.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, and representations.

8.5 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

8.6 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

8.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving its intent.

8.8 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery, (b) certified or registered mail, return receipt requested, (c) recognized overnight courier service, or (d) email with confirmation of receipt. Notices shall be sent to the addresses set forth above or to such other address as a Party may designate by notice.

8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF copies shall have the same force and effect as original signatures.

8.10 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

8.11 Export Control. Each Party agrees to comply with all applicable export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).

8.12 No Partnership. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

PARTY A	PARTY B
[PARTY_A_NAME]	[PARTY_B_NAME]
By: _________________________	By: _________________________
Name: [NAME]	Name: [NAME]
Title: [TITLE]	Title: [TITLE]
Date: __________________	Date: __________________

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VARIANT 2 – UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Disclosing Party: [DISCLOSING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [DISCLOSING_PARTY_ADDRESS] ("Disclosing Party"); and

Receiving Party: [RECEIVING_PARTY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [RECEIVING_PARTY_ADDRESS] ("Receiving Party").

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Recitals

A. Disclosing Party possesses certain confidential and proprietary information relating to [DESCRIBE_SUBJECT_MATTER].

B. Receiving Party desires to receive such information in connection with [DESCRIBE_PURPOSE] (the "Purpose").

C. Disclosing Party is willing to disclose such information to Receiving Party subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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1. Definition of Confidential Information

1.1 "Confidential Information" means all information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:

(a) Technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, source code, object code, algorithms, developments, inventions, processes, formulas, techniques, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information;

(b) Any information that is marked, designated, or otherwise identified as "Confidential," "Proprietary," or with a similar legend at the time of disclosure;

(c) Any information that would reasonably be considered confidential given the nature of the information and the circumstances surrounding its disclosure; and

(d) All notes, analyses, compilations, studies, summaries, or other documents prepared by Receiving Party that contain, reflect, or are derived from Confidential Information.

1.2 Confidential Information includes information disclosed prior to the Effective Date if the parties agree in writing to apply this Agreement retroactively to such prior disclosures.

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2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes generally available to the public through no act or omission of Receiving Party or its Representatives (as defined below);

(b) Was in Receiving Party's lawful possession prior to disclosure by Disclosing Party and was not subject to any obligation of confidentiality, as evidenced by Receiving Party's written records;

(c) Is lawfully obtained by Receiving Party from a third party without breach of any confidentiality obligation, as evidenced by written documentation;

(d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by competent written records; or

(e) Is approved for release by prior written authorization of Disclosing Party.

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3. Obligations of Receiving Party

3.1 Non-Disclosure. Receiving Party shall:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party except as expressly permitted under Section 4;

(c) Use at least the same degree of care to protect the Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and

(d) Not remove or alter any confidentiality notices or legends on any Confidential Information.

3.2 Use Restriction. Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose. Receiving Party shall not exploit Confidential Information for its own benefit or the benefit of any third party.

3.3 No Reverse Engineering. Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of any software or technology constituting Confidential Information, except to the extent such restriction is expressly prohibited by applicable law.

3.4 Security Measures. Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

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4. Permitted Disclosures

4.1 Need-to-Know Basis. Receiving Party may disclose Confidential Information only to its employees, officers, directors, attorneys, accountants, advisors, agents, and contractors (collectively, "Representatives") who:

(a) Have a legitimate need to know the Confidential Information for purposes of the Purpose;

(b) Have been informed of the confidential nature of the information; and

(c) Are bound by written confidentiality obligations no less restrictive than those contained in this Agreement, or are subject to professional duties of confidentiality.

4.2 Responsibility for Representatives. Receiving Party shall be fully responsible and liable for any breach of this Agreement by any of its Representatives. Receiving Party shall, at its sole expense, take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of Confidential Information.

4.3 Legally Required Disclosure. If Receiving Party is required by law, regulation, court order, subpoena, or governmental authority to disclose any Confidential Information, Receiving Party shall:

(a) Promptly notify Disclosing Party in writing prior to such disclosure to permit Disclosing Party to seek a protective order or other appropriate remedy;

(b) Reasonably cooperate with Disclosing Party's efforts to obtain protective treatment of such Confidential Information; and

(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed.

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5. Return or Destruction of Confidential Information

5.1 Upon the earlier of: (a) completion of the Purpose; (b) written request by Disclosing Party; or (c) termination of this Agreement, Receiving Party shall promptly (and in any event within [RETURN_DAYS] days):

(a) Return to Disclosing Party all documents, materials, and tangible items containing or embodying Confidential Information, including all copies, reproductions, summaries, and excerpts thereof; or

(b) At Disclosing Party's election, destroy all such materials and provide written certification signed by an authorized officer of Receiving Party certifying such destruction.

5.2 Notwithstanding Section 5.1, Receiving Party may retain one (1) archival copy of Confidential Information in a secure location solely for purposes of determining its obligations under this Agreement and for legal compliance, provided such copy remains subject to all confidentiality obligations under this Agreement.

5.3 Confidential Information stored on backup media or systems in accordance with Receiving Party's standard backup and disaster recovery procedures may be retained beyond the return/destruction deadline, provided such information remains subject to the confidentiality obligations of this Agreement.

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6. No Rights Granted; No Warranty

6.1 Retention of Rights. All Confidential Information is and shall remain the sole and exclusive property of Disclosing Party. No license or other right in or to any Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property right is granted to or implied by this Agreement, except for the limited right to use Confidential Information solely for the Purpose.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.3 No Obligation. Nothing in this Agreement obligates Disclosing Party to disclose any particular information or to enter into any further agreement or business relationship with Receiving Party.

6.4 No Agency. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

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7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and continue for [TERM_YEARS] years, unless earlier terminated by either party upon [TERMINATION_NOTICE_DAYS] days' written notice to the other party.

7.2 Survival. The obligations of confidentiality and non-use set forth in this Agreement shall survive termination or expiration of this Agreement and shall continue for a period of [SURVIVAL_YEARS] years thereafter, or for as long as the information remains a trade secret under applicable law, whichever is longer.

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8. Remedies and Enforcement

8.1 Irreparable Harm. Receiving Party acknowledges and agrees that:

(a) The Confidential Information is valuable and unique, and disclosure in breach of this Agreement will result in irreparable injury to Disclosing Party;

(b) Monetary damages may be inadequate to compensate Disclosing Party for breach of this Agreement; and

(c) Disclosing Party shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief and specific performance, without the necessity of proving actual damages, posting a bond, or showing inadequacy of legal remedies.

8.2 Cumulative Remedies. The remedies provided in this Agreement are cumulative and not exclusive, and shall be in addition to any other remedies available at law or in equity.

8.3 Attorneys' Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.

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9. General Provisions

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING_LAW_STATE], without giving effect to any choice of law or conflict of law provisions.

9.2 Jurisdiction and Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [VENUE_COUNTY], [VENUE_STATE], and each party irrevocably submits to the exclusive jurisdiction of such courts.

9.3 Jury Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, negotiations, representations, and understandings.

9.5 Amendment. This Agreement may be amended or modified only by a written instrument executed by both parties.

9.6 Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

9.7 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and such provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

9.8 Notices. All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified or registered mail, return receipt requested; (c) nationally recognized overnight courier; or (d) email with confirmation of receipt. Notices shall be sent to the addresses set forth above or to such other address as a party may specify in writing.

9.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic and PDF signatures shall be deemed originals.

9.10 Assignment. Receiving Party may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Disclosing Party. Any attempted assignment in violation of this provision shall be void. Disclosing Party may assign this Agreement without consent. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.11 Export Compliance. Receiving Party acknowledges that Confidential Information may be subject to U.S. export control laws and regulations. Receiving Party shall comply with all applicable export laws and shall not export or re-export Confidential Information in violation of such laws.

9.12 Survival. Sections 2, 3, 5, 6, 7, 8, and 9 shall survive termination or expiration of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Unilateral Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY:

[DISCLOSING_PARTY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

RECEIVING PARTY:

[RECEIVING_PARTY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

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VARIANT 3 – EMPLOYEE NDA WITH INVENTION ASSIGNMENT

This Employee Non-Disclosure and Invention Assignment Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

Company: [COMPANY_NAME], a [STATE_OF_ORGANIZATION] [ENTITY_TYPE] with its principal place of business at [COMPANY_ADDRESS] ("Company"); and

Employee: [EMPLOYEE_NAME], an individual residing at [EMPLOYEE_ADDRESS] ("Employee").

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Recitals

A. Company is engaged in the business of [DESCRIBE_BUSINESS] and possesses valuable confidential and proprietary information and trade secrets.

B. Employee is being employed by Company in the capacity of [JOB_TITLE] (the "Position").

C. In connection with Employee's employment, Employee will have access to and may contribute to the development of Confidential Information and Inventions (as defined below).

D. As a material condition of employment and in consideration of Employee's employment and access to Confidential Information, the parties agree as follows:

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1. Confidential Information

1.1 Definition. "Confidential Information" means all information, whether or not in writing, of a confidential, proprietary, or trade secret nature relating to Company's business, including but not limited to:

(a) Technical Information: research and development, inventions (whether patentable or not), discoveries, improvements, innovations, designs, ideas, trade secrets, know-how, formulas, processes, techniques, software, source code, object code, algorithms, databases, specifications, and technical data;

(b) Business Information: customer and supplier lists and information, pricing information, cost data, market studies, business plans, computer software and programs, financial information, forecasts, sales and merchandising data, marketing plans, and business strategies;

(c) Personnel Information: personnel files, compensation data, performance reviews, and employee lists; and

(d) Any other information that Company treats as confidential or proprietary or that Employee should reasonably understand to be confidential or proprietary based on the nature of the information and the circumstances of disclosure.

1.2 Marking. While Company will endeavor to mark Confidential Information as "Confidential," the absence of such marking shall not affect the confidential nature of such information.

1.3 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by Employee;

(b) Was rightfully in Employee's possession prior to employment with Company, as evidenced by Employee's written records; or

(c) Is independently developed by Employee after termination of employment without use of or reference to Company's Confidential Information, as evidenced by written records.

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2. Confidentiality Obligations

2.1 Non-Disclosure. Employee shall:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any person or entity except as required to perform Employee's duties for Company;

(c) Not use Confidential Information for any purpose other than performing Employee's duties for Company; and

(d) Exercise reasonable care to protect the confidentiality of all Confidential Information, using at least the same degree of care Employee uses to protect Employee's own confidential information, but in no event less than reasonable care.

2.2 No Unauthorized Copying. Employee shall not make copies of any Confidential Information except as required to perform Employee's duties. All copies made shall remain the property of Company.

2.3 Third-Party Information. Employee acknowledges that Company may receive confidential information from third parties. Employee agrees to hold such third-party information in confidence and not to disclose or use such information except as authorized by Company.

2.4 Duration. Employee's confidentiality obligations shall continue during employment and for [SURVIVAL_YEARS] years after termination of employment, or for as long as the information remains a trade secret under applicable law, whichever is longer.

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3. Inventions and Intellectual Property

3.1 Definition of Inventions. "Inventions" means all discoveries, developments, designs, improvements, inventions (whether or not patentable), works of authorship, software, trade secrets, know-how, ideas, and other intellectual property, whether or not reduced to practice, that Employee, alone or jointly with others, conceives, develops, reduces to practice, or makes during the period of employment.

3.2 Assignment of Inventions. Employee hereby assigns and agrees to assign to Company all right, title, and interest in and to all Inventions that:

(a) Relate to Company's actual or demonstrably anticipated business or research and development;

(b) Result from any work performed by Employee for Company; or

(c) Are developed using Company's equipment, supplies, facilities, or Confidential Information.

3.3 Works Made for Hire. To the extent any Invention qualifies as a "work made for hire" under applicable copyright law, it shall be deemed a work made for hire and all right, title, and interest therein shall vest in Company. To the extent any such Invention does not qualify as a work made for hire, Employee hereby assigns to Company all copyright, trademark, patent, trade secret, and other intellectual property rights in such Invention.

3.4 Moral Rights. To the extent permitted by law, Employee hereby irrevocably waives any "moral rights" or similar rights in any Inventions or other works created for Company.

3.5 Statutory Notice and Exclusions. This Agreement does not require assignment of any Invention that qualifies fully under the provisions of [STATE_LAW_REFERENCE, e.g., California Labor Code § 2870] or similar statute. Specifically, this Agreement does not apply to:

(a) Any Invention developed entirely on Employee's own time without using Company's equipment, supplies, facilities, or Confidential Information; and

(b) That does not relate to Company's business or actual or demonstrably anticipated research or development; and

(c) That does not result from any work performed by Employee for Company.

[// GUIDANCE: Several states including California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, and Washington have laws limiting employer rights to employee inventions. Insert applicable state-specific carve-out language.]

3.6 Prior Inventions. Employee has attached as Exhibit A a complete list of all Inventions made or conceived by Employee prior to employment with Company that Employee desires to exclude from this Agreement ("Prior Inventions"). If no such list is attached, Employee represents that there are no such Prior Inventions. Company agrees that Employee retains all rights to such Prior Inventions.

3.7 Disclosure of Inventions. Employee shall:

(a) Promptly disclose to Company in writing all Inventions made during the period of employment;

(b) Maintain adequate and current written records of all Inventions in the form of notes, sketches, drawings, electronic files, and reports; and

(c) Make such records available to Company upon request.

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4. Further Assurances and Assistance

4.1 Cooperation. Employee agrees to reasonably cooperate with Company, both during and after employment, with respect to the prosecution, maintenance, and enforcement of Company's intellectual property rights in any Inventions. Such cooperation includes:

(a) Executing and delivering all documents reasonably requested by Company to evidence, record, perfect, or enforce Company's rights in Inventions;

(b) Assisting in the preparation and filing of patent, copyright, and trademark applications;

(c) Testifying in any proceeding relating to Inventions; and

(d) Performing any other acts deemed necessary by Company to obtain and enforce intellectual property rights.

4.2 Post-Employment Assistance. Employee's obligation to assist Company as provided in Section 4.1 shall continue beyond termination of employment. Company shall compensate Employee at a reasonable rate for time actually spent at Company's request providing such assistance after termination, and shall reimburse Employee for reasonable out-of-pocket expenses incurred.

4.3 Power of Attorney. If Company is unable to secure Employee's signature on any document required to apply for, prosecute, obtain, or enforce any intellectual property right covering any Invention due to Employee's unavailability, refusal, or any other reason, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact to act on Employee's behalf to execute and file such documents and do all lawfully permitted acts to further the prosecution, issuance, and enforcement of such rights, with the same force and effect as if executed by Employee.

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5. No Conflicting Obligations

5.1 Representations. Employee represents and warrants that:

(a) Employee is not bound by any agreement or obligation that would conflict with this Agreement or prevent Employee from performing Employee's duties for Company;

(b) Employee's performance of duties for Company will not violate any agreement with or obligation to any former employer or other party; and

(c) Employee has not entered into, and will not enter into, any agreement in conflict with this Agreement.

5.2 No Use of Third-Party Information. Employee agrees not to bring to Company or use in the performance of Employee's duties any confidential or proprietary information of any former employer or other third party, unless Employee has written authorization to do so.

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6. Return of Company Property

6.1 Upon termination of employment for any reason, or at any time upon Company's request, Employee shall immediately return to Company all property of Company in Employee's possession or control, including but not limited to:

(a) All documents, files, memoranda, notes, records, drawings, manuals, software, data, and any other materials containing or relating to Confidential Information, in any form or medium;

(b) All equipment, supplies, keys, access cards, credit cards, computers, phones, and other tangible property belonging to Company;

(c) All copies, reproductions, summaries, or excerpts of any of the foregoing; and

(d) All passwords and access credentials.

6.2 Employee shall certify in writing to Company that all such materials have been returned and that Employee has not retained any copies in any form.

6.3 Notwithstanding the return of materials, Employee's confidentiality and non-use obligations shall continue as provided in this Agreement.

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7. [OPTIONAL] Non-Solicitation

[// GUIDANCE: Non-solicitation provisions may not be enforceable in certain jurisdictions or for certain employee categories. Consult legal counsel before including. Many states, including California, severely restrict or prohibit non-compete agreements for employees.]

7.1 During Employee's employment and for a period of [NON_SOLICIT_MONTHS] months after termination of employment for any reason, Employee shall not, directly or indirectly:

(a) Solicit or attempt to solicit any employee, consultant, or contractor of Company to leave their employment or engagement with Company; or

(b) Solicit or attempt to solicit any customer, client, or vendor of Company with whom Employee had contact or about whom Employee obtained Confidential Information during the twelve (12) months prior to termination, for purposes of providing products or services competitive with those offered by Company.

7.2 The provisions of this Section 7 are in addition to, and not in lieu of, any other obligations Employee may have under common law or statute.

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8. No Employment Contract

8.1 Employee acknowledges that this Agreement does not constitute a contract of employment or guarantee employment for any specific period. Unless Employee has a separate written employment agreement stating otherwise, Employee's employment is "at will" and may be terminated by either Employee or Company at any time, with or without cause and with or without notice.

8.2 This Agreement does not modify the at-will nature of Employee's employment or any terms of any separate employment agreement.

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9. Remedies

9.1 Injunctive Relief. Employee acknowledges that:

(a) Breach of this Agreement would cause irreparable harm to Company for which monetary damages would be an inadequate remedy; and

(b) Company shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of proving actual damages, posting a bond, or demonstrating the inadequacy of legal remedies.

9.2 Cumulative Remedies. All remedies available to Company under this Agreement or at law or in equity shall be cumulative and not exclusive.

9.3 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses.

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10. General Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING_LAW_STATE], without regard to conflict of law principles.

10.2 Jurisdiction. Any legal action relating to this Agreement shall be brought in the state or federal courts located in [VENUE_COUNTY], [VENUE_STATE], and Employee consents to the exclusive jurisdiction and venue of such courts.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written agreements and understandings.

10.4 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

10.5 Waiver. No waiver of any provision shall be effective unless in writing. No waiver shall constitute a continuing waiver or waiver of any other provision.

10.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent.

10.7 Survival. The provisions of this Agreement shall survive termination of Employee's employment and shall be binding upon Employee's heirs, executors, administrators, successors, and assigns.

10.8 Notices. All notices shall be in writing and delivered by personal delivery, certified mail, overnight courier, or email to the addresses set forth above.

10.9 Acknowledgment. Employee acknowledges that:

(a) Employee has carefully read and understands this Agreement;

(b) Employee has had the opportunity to consult with an attorney before signing;

(c) Employee is signing this Agreement voluntarily and without coercion; and

(d) The restrictions contained in this Agreement are reasonable and necessary to protect Company's legitimate business interests.

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IN WITNESS WHEREOF, the parties have executed this Employee Non-Disclosure and Invention Assignment Agreement as of the Effective Date.

COMPANY:

[COMPANY_NAME]

By: ______________________________

Name: [NAME]

Title: [TITLE]

Date: _____________________

EMPLOYEE:

______________________________

[EMPLOYEE_NAME]

Date: _____________________

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EXHIBIT A: PRIOR INVENTIONS

List of Prior Inventions Excluded from This Agreement:

[If none, Employee should write "NONE" below]

Title/Description	Date Created	Application/Patent No. (if any)

If additional space is needed, attach additional pages.

Employee Signature: ____________________________

Date: _____________________

[// GUIDANCE: It is critical that employees complete Exhibit A at the time of signing. If an employee lists prior inventions, have them provide sufficient detail to identify the invention and its scope.]

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APPENDIX: COMPARISON CHART

Quick Reference Guide: Which NDA Should You Use?

Feature	Mutual NDA	Unilateral NDA	Employee NDA
Use Case	Both parties exchange confidential info	Only one party discloses	Employment relationship
Disclosure Direction	Bidirectional	One-way only	Employer → Employee
Common Scenarios	• Joint ventures • M&A discussions • Strategic partnerships • Co-development	• Vendor evaluations • Investor pitches • Consultant engagements • Customer disclosures	• New hires • Employees with IP access • R&D personnel • Engineering teams
IP Assignment	No	No	Yes (work product)
Invention Disclosure	Not required	Not required	Required
Duration	Typically 2-5 years	Typically 2-5 years	Duration of employment + survival period
Return of Materials	Both parties return	Receiving party returns	Employee returns on termination
Complexity	Moderate	Simple	Most complex
Injunctive Relief	Available to both parties	Available to disclosing party	Available to employer
Non-Solicitation	Not typically included	Not included	Optional provision
State Law Restrictions	Minimal	Minimal	Significant (CA, WA, etc.)

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Typical Term Lengths by Industry

Industry	Mutual/Unilateral Term	Survival Period	Employee Survival
Technology/Software	2-3 years	3-5 years	2-5 years
Manufacturing	3-5 years	5-7 years	3-5 years
Financial Services	2-3 years	5-10 years	5-7 years
Healthcare/Pharma	3-5 years	10+ years	5-10 years
Professional Services	1-2 years	2-3 years	2-3 years

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Key Customization Points

All Three Variants:

• [ ] Governing law and jurisdiction
• [ ] Term length and survival period
• [ ] Definition of "Confidential Information" scope
• [ ] Return/destruction timeline
• [ ] Notice provisions

Mutual NDA Specific:

• [ ] Purpose of disclosure
• [ ] Whether prior disclosures are covered
• [ ] Representative disclosure permissions
• [ ] Export control provisions (if applicable)

Unilateral NDA Specific:

• [ ] Scope of permitted use
• [ ] Representative disclosure requirements
• [ ] Backup retention exceptions
• [ ] Legally compelled disclosure procedures

Employee NDA Specific:

• [ ] State-specific invention carve-outs (CA Labor Code § 2870, etc.)
• [ ] Prior inventions list (Exhibit A)
• [ ] Non-solicitation provisions (if enforceable)
• [ ] Post-termination cooperation compensation

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State-Specific Considerations

Jurisdictions with Employee IP Carve-Out Laws:

• California (Labor Code § 2870)
• Delaware (19 Del. C. § 805)
• Illinois (765 ILCS 1060/2)
• Kansas (K.S.A. § 44-130)
• Minnesota (Minn. Stat. § 181.78)
• North Carolina (N.C.G.S. § 66-57.1)
• Utah (Utah Code § 34-39-3)
• Washington (RCW 49.44.140)

Action Required: If using Employee NDA in these states, include statutory carve-out language in Section 3.5.

Jurisdictions Restricting Non-Competes/Non-Solicits:

• California (generally unenforceable)
• Colorado (limitations on low-wage workers)
• District of Columbia (restrictions)
• Illinois (limitations based on compensation)
• Maine (restrictions)
• Massachusetts (reforms effective 2018)
• Oregon (restrictions based on compensation)
• Rhode Island (restrictions)
• Washington (restrictions based on compensation)

Action Required: Consult local counsel before including Section 7 (Non-Solicitation) in Employee NDA.

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[// GUIDANCE: This comparison chart is for internal reference. Remove before distributing individual agreements to counterparties.]

END OF DOCUMENT