Agreement on non-disclosure of trade secrets. Definition of what a Trade Secret Non-Disclosure Agreement is in simple words and language with examples.

Some employees, due to the nature of their work, have to deal with information that is confidential and not subject to disclosure. An agreement on non-disclosure of trade secrets (confidential information) is concluded with such employees. In this article we propose such an agreement.

The document may be a contract or agreement, which stipulates what information is a trade secret, and the employee also undertakes the obligation not to disclose it to third parties.

Also, a clause on non-disclosure of trade secrets may be specified in the employment contract with the employee.

By signing the contract, the employee undertakes to keep information that is confidential and not to distribute it to others. As a rule, the terms of the contract stipulate the obligation to keep secrets not only during work at a given enterprise, but also after dismissal for a certain period of time, for example, several years.

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If the employee’s position involves full financial responsibility, then an appropriate agreement must be concluded with him. A sample agreement on full liability can be downloaded here.

Non-disclosure agreement of trade secrets

________ "___" __________ 20___
________________________, hereinafter referred to as the "Employer", represented by _____________________, acting on the basis of the Charter, on the one hand, and ____________________________________________, passport _____________________, issued by _________________________________, registered at the address: _________________________________, hereinafter referred to “Employee”, on the other hand, have entered into this agreement on non-disclosure of trade secrets, hereinafter referred to as the “Agreement”, as follows:

SUBJECT OF THE AGREEMENT

1.1 The Employee undertakes not to disclose information constituting a trade secret of the Employer that has become known to him in connection with his work in the organization, including its separate division.

1.2 In this agreement, a trade secret in accordance with Federal Law No. 98-FZ of July 29, 2004 “On Trade Secrets” is understood as any information that has actual or potential commercial value due to its unknownness to third parties, to which there is no free access on a legal basis and to maintain the confidentiality of which the owner takes all possible measures.

1.3 Information related to trade secrets of LLC "_____" is defined in the List of information related to trade secrets.

1.4 The procedure for handling trade secrets in LLC "______" is defined in the Regulations on Trade Secrets of LLC "_____".

1.5 These provisions apply to employees working in separate units.

1.6 The employee, by signing this agreement, certifies that he is familiar with the Regulations on Trade Secrets of LLC "_____" and the List of Information Classified as Trade Secrets in LLC "_____".

RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1 The employee undertakes not to disclose information constituting a trade secret of LLC “______” that became known to him in connection with his work in the company.

2.2 The Employee undertakes to use the information obtained in the performance of his work duties only in the interests of the Employer.

2.3 The employee undertakes, after finishing work at the company, not to use information obtained in connection with work at the company for the purpose of competition with another company.

2.4 All information constituting a trade secret and received by the Employee in tangible (diagrams, drawings, letters, photographs, etc.) and intangible forms is the exclusive property of the Employer and is used only under the terms of the Agreement.

2.5 Upon termination of the employment contract, the Employee undertakes to return all information obtained as a result of work activities at LLC "_____" on tangible media (manuscripts, drafts, drawings, magnetic tapes, punched cards, disks, floppy disks, printouts, film and photo negatives and positives, models, materials, products, etc.), as well as their copies within one day from the date of the first request.

2.6 In the event of disclosure of information that constitutes a secret under this agreement, the Employee is obliged to fully compensate the losses incurred by the Employer as a result of such disclosure.

2.7 About the loss or shortage of carriers of trade secrets, certificates, passes, keys to secure premises, storage rooms, safes (metal cabinets), personal seals and other facts that may lead to the disclosure of the Company’s trade secrets, as well as the reasons and conditions for a possible leak of information that constitute a trade secret of the Company, the Employee is obliged to immediately inform the head of a separate division or the General Director of LLC "____".

2.8 The employer is obliged to familiarize, against signature, an employee whose access to information constituting a trade secret is necessary for the performance of his job duties, with a list of information constituting a trade secret, the owners of which are the employer and his counterparties.

2.9 The employee, by signing this agreement, confirms that he is familiar with the local regulations of LLC "___________", namely the List of information classified as a trade secret of LLC "__________", with the Regulations on the trade secret of LLC "___________".

2.10 The Employee confirms that he has been warned that, in accordance with the legislation of the Russian Federation, disclosure of information constituting a trade secret may entail civil, administrative and criminal liability.

DURATION OF THE AGREEMENT

3.1 This agreement comes into force from the moment it is signed and is valid for three years from the date of termination of the employment contract.

4.SPECIAL CONDITIONS

4.1. All changes and additions to this Agreement are valid only if they are made in writing and signed by the Parties.

4.2. This Agreement is drawn up in two copies, one copy for each party, having equal legal force.

ADDRESSES AND DETAILS OF THE PARTIES

Employer:	Worker:
Legal address: INN KPP r/s k/s BIC	Address: Passport details:

Signatures of the parties

Employer: Employee:

________________/ ___________/

M.P.

Download the document “Agreement on non-disclosure of trade secrets between employer and employee”

Agreement on non-disclosure of trade secrets with an employee - structure and sample

A non-disclosure agreement (contract) is a document drawn up in addition to an employee’s employment contract. It contains the same data as in the employment contract: name of the organization, place and date of preparation, full name and position of the parties entering into this agreement, their addresses and details. The structure of the agreement is usually standard and includes the following sections:

Subject of the agreement. This reveals the employee's acceptance of the obligation not to disclose company information that is a trade secret. The list of such information itself or a link to a regulatory document is indicated, which spells out in detail what information in the company is classified as non-disclosure.
Rights and obligations of the parties. It reveals specific restrictions on the use of secret information by an employee, as well as the employer’s responsibilities to create conditions to ensure the security of secret information.
Special conditions where you can specify how changes can be made to this agreement, controversial issues can be resolved, etc.

It is advisable to indicate in a separate clause in the agreement that the employee is familiar with the possibility of holding him accountable under the legislation of the Russian Federation in the event of failure to fulfill obligations related to non-disclosure of trade secrets.

A sample agreement on non-disclosure of trade secrets with an employee can be downloaded from the link below.

Contents of the contract (agreement)

This agreement or contract (the document may be called differently) must contain information about the employee and the employer, that is, the parties between whom this agreement is concluded. This information is written at the top of the contract. You should also indicate the date of registration and the name of the city (locality).

The content of the contractual agreement must include, first of all, a definition of the concept of “trade secret”, that is, it must clearly indicate what information is not subject to disclosure, and it must also indicate to whom confidential information cannot be transferred (third parties - legal and physical).

As in any other agreement, the rights, obligations and responsibilities for both parties must be spelled out. For an employee who violates his duties, certain liability may be established.

The contract must stipulate the period during which the non-disclosure agreement for trade secrets is valid, and the duration of this period has nothing to do with the validity of the employment contract. The employment contract may be terminated, but the agreement on non-disclosure of trade secrets and confidential information may continue to be valid.

The Miscellaneous Provisions section may contain any information required by the parties.

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Key points of the confidentiality agreement

Some key clauses in a non-disclosure agreement may include, but are not limited to:

designation of the parties who sign the agreement;
Determining what exactly is confidential information protected by agreement and what information is not confidential (public records or information disclosed by someone else);
an explanation of why this information is being reported now and for what purpose;
an explanation of exactly how the information obtained can and cannot be used (for example, it is often stated that the information cannot be used for any purpose other than that for which it was created);
establishing a time frame for the validity of the agreement.

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Two Main Types of Non-Disclosure Agreements

Unilateral, whereby one party agrees not to disclose information received from the other party. Most agreements fall into this category, such as those between employer and employee, supplier and customer.
Mutual, which is used when companies are exploring potential opportunities to partner, work together on a project, merge, or purchase one company by another, where both parties have to share confidential information with each other. This option is less common.

The purpose of a non-disclosure agreement is to prevent the leakage of confidential information and its becoming public knowledge. For example, if a temporary contract worker accidentally learned the secret formula of Coca-Cola, he would not be allowed to divulge this information, otherwise he would face a high-profile lawsuit that would cost the loser thousands of dollars.

Typically, a non-disclosure agreement is signed at the beginning of cooperation, for example, when hiring an employee. He can also sign at the end of the interaction, for example, when a partner leaves the business, however, at this stage it is often more difficult to agree.

Contract-agreement on non-disclosure of trade secrets with an employee