Employee confidentiality agreement template
An employee confidentiality agreement protects the information your business runs on: customer lists, pricing, supplier terms, plans and know-how. This template defines what's confidential and what isn't, how long the duty lasts and what happens to files when someone leaves, with the federal whistleblower notice built in. Read it below, then send it to new hires and current staff.
Updated November 5, 2026 · 4 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Employee
- Company officer
Employee Confidentiality Agreement
This Employee Confidentiality Agreement (the "Agreement") is made on Agreement date between Company name (the "Company") and Employee name (the "Employee"), who works as Job title. The Employee signs it in exchange for employment, or continued employment, with the Company and the access to information that comes with the job.
1. Confidential information
"Confidential Information" means non-public information about the Company's business that the Employee learns or creates through the job, in any form. It includes customer and prospect lists and contacts; prices, bids, margins and cost data; financial results and forecasts; business, marketing and expansion plans; supplier and partner terms; methods, processes, designs, software and source code; employee information the Employee handles as part of their duties (but not their own pay or working conditions); trade secrets; anything marked confidential; and, in particular: Categories that matter most.
2. What is not confidential
Confidential Information does not include information that is or becomes public without the Employee breaking this Agreement; that the Employee knew before working for the Company, as shown by written records; or that the Employee lawfully receives from someone with no duty to keep it secret. The Employee's general skills, knowledge and experience also remain theirs to use.
3. The Employee's duties
During and after employment, the Employee will use Confidential Information only to do their job for the Company; share it only with coworkers and others who need it for Company business and are bound to protect it; follow the Company's security rules for devices, accounts and documents; not copy it to personal accounts or devices without permission; and tell the Company promptly about any loss or misuse they learn of.
4. Disclosures required by law
If a court order, subpoena or law requires the Employee to disclose Confidential Information, the Employee may do so. Where the law allows, the Employee will first tell the Company so it can seek protection, and will disclose only what is required.
5. Rights this Agreement does not limit
Nothing in this Agreement stops the Employee from discussing or disclosing their wages, hours or other terms and conditions of employment; from filing a charge or complaint with, communicating with, or giving documents or information to any government agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission and the Occupational Safety and Health Administration, without telling the Company; from receiving an award for information given to a government agency; or from speaking about sexual harassment, sexual assault or any other unlawful conduct in the workplace.
6. Notice of immunity under the Defend Trade Secrets Act
Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding, if they file any document containing the trade secret under seal and do not disclose it except under court order.
7. Returning materials
When employment ends, or earlier if the Company asks, the Employee will return all Company devices, documents and files, including copies and notes, by their last working day, and will permanently delete any Confidential Information stored on personal devices or accounts. If asked, the Employee will confirm in writing that they have done so.
8. How long this Agreement lasts
The Employee's duties continue for Years confidentiality lasts years after employment ends. For trade secrets, they continue for as long as the information remains a trade secret under the law.
9. Remedies
A breach of this Agreement could harm the Company in ways money cannot fully repair, so the Company may ask a court for an order to stop a breach, in addition to any other remedy the law allows.
10. General terms
This Agreement does not change whether the Employee's employment is at will and does not restrict where the Employee may work after leaving. If any part is found unenforceable, the rest remains in effect, and the unenforceable part will be limited only as much as needed. This Agreement is governed by the laws of the state of State. It can be changed only in a writing signed by both parties. Electronic signatures count as originals.
I have read this whole Agreement, including the rights in section 5 and the immunity notice in section 6.
Employee
For the Company (authorized officer)
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
What it protects, and what it can't
Employees see a lot: what you charge, which customers are about to renew, how you bid a job. A confidentiality agreement makes clear that this information belongs to the business and doesn't leave with the employee. It's narrower than a non-compete. It doesn't stop anyone from working for a competitor, only from taking your information with them, which is why courts enforce it far more readily.
It can't silence everything. Employees can still discuss their own pay and working conditions, report suspected wrongdoing to government agencies, and talk about sexual harassment or assault. An agreement that pretends otherwise risks being struck down, and can create legal trouble of its own.
What the template covers
- What's confidential: customer and pricing data, financials, plans, methods, supplier terms, software and anything marked confidential, plus the categories you name.
- What isn't: information that's already public, that the employee knew before, or that they learn lawfully from someone else.
- Duties: use it only for the job, share it only with people who need it, and follow the company's security rules.
- Court orders: what to do when a subpoena or law requires disclosure, with notice to the company first where allowed.
- Protected activity: reporting to the EEOC, NLRB, SEC or another agency, and discussing wages and working conditions.
- Trade secret immunity notice: the Defend Trade Secrets Act notice, so the company keeps its full remedies.
- Returning materials: files, devices and copies back by the last day, with personal copies deleted.
- How long it lasts: a set number of years after employment ends, and as long as a trade secret stays secret.
Mistakes that weaken the agreement
- Calling everything confidential. A definition broad enough to cover the employee's general skills and experience invites a court to ignore it.
- Leaving out the whistleblower immunity notice. Under the Defend Trade Secrets Act, an employer that skips it can't recover exemplary damages or attorney fees from that employee.
- Forbidding employees to discuss pay. For most non-supervisory employees, the National Labor Relations Act protects that conversation.
- Slipping a non-compete in. Many states restrict non-competes; keep one in its own non-compete agreement so a problem with it doesn't sink the confidentiality terms.
- Collecting it only from new hires. Ask current staff too, and check whether your state expects something extra, like a bonus, for a restrictive agreement signed mid-job.
How to send it with SignMaster
- 1
Open the template
Choose Use this template above. The employee is the first signer, and an officer signs for the company after them.
- 2
Name what matters to you
Fill in the gray blanks with your company name, the categories you care most about, such as bid sheets, recipes or customer lists, and how many years the duty lasts.
- 3
Pair it with the offer
For a new hire, add it to the same envelope as the offer letter, so they sign both in one sitting, on any phone or computer.
- 4
Collect it from current staff
For people already on the team, bulk send gives each person on a CSV list their own envelope, and a Job title column fills that gray blank on every copy.
- 5
Keep the signed copy
Both sides get the signed PDF and certificate. Its SHA-256 fingerprint shows whether the file was changed later, which matters if you ever have to enforce it.
Signers can read and sign in any of 6 languages, which helps when the agreement is in English but the employee is more comfortable in Spanish. The agreement itself stays in the language you wrote it in, so consider a translated copy for reference.
Questions? Answers.
Is a confidentiality agreement the same as an NDA?
In substance, yes. Inside an employment relationship it's usually called a confidentiality agreement; between businesses it's an NDA. For a supplier or partner, use a one-way NDA or a mutual NDA.
How long does it last after the employee leaves?
Ordinary confidential information stays protected for the number of years you put in the blank, and trade secrets for as long as they remain secret. A defined period helps enforceability in some states.
Can it stop an employee from reporting harassment?
No. The federal Speak Out Act makes nondisclosure clauses agreed before a dispute unenforceable in sexual assault and sexual harassment disputes, and this template doesn't try to stop reports to agencies.
Do employees need something extra to sign it?
For a new hire, the job itself is usually enough. For someone already working for you, a few states expect new consideration, such as a bonus or raise, for a restrictive agreement. Check your state's rule before asking current staff to sign.