Non-Disclosure Policy
A ready-to-use Non-Disclosure Policy covering confidentiality, intellectual property, non-competition, and exceptions, plus a free downloadable PDF.
Download Non-Disclosure Policy Template
Table of Contents
What is a Non-Disclosure Policy?
A Non-Disclosure Policy, or confidentiality agreement, is a contract that binds an employee and employer for the length of employment, and often for a set period after, as the agreement specifies. It stops an employee from sharing, publishing, or disclosing the company's confidential information, whether that's business data, financial records, or employees' and clients' personal information, with any third party anywhere in the world, including competitors.
An employee who breaches the agreement can face consequences up to and including termination, applied as soon as the breach comes to light. Nearly every company, large or small, has information it doesn't want reaching competitors, which makes a clear policy on how to protect that information worth having in writing.
Standard Non-Disclosure Policy Format
Here's a sample Non-Disclosure Policy you can adapt for your own organization:
The Non-Disclosure Policy, or confidentiality agreement, is a legally binding agreement between [Company Name] and its employee, signed at the time of recruitment, to make sure no sensitive company information is shared outside the company.
Purpose
- This agreement states that no company information specified in the contract may be shared, published, or otherwise used with anyone outside the company.
- [Company Name] requires that employees not share information about its employees and their personal data, its clients, business data, financial condition, or company meetings during their employment.
- Employees are responsible for not discussing related names or descriptions with a third party.
- No one may share this information with a third party anywhere in the world without written consent, unless there's a legal duty to disclose it.
Scope
This agreement applies to every newly recruited employee, whatever their position in the office, throughout their employment.
Confidentiality of Outside Businesses
Employees of [Company Name] must not disclose confidential information belonging to other companies or to former employees of [Company Name].
Non-Disclosure of Intellectual Property
No employee may share intellectual property created by any employee during their time at [Company Name], even after they stop working there.
Non-Competition
Confidential information held by [Company Name] must not be used with a third party to compete, or to gain an unfair advantage in any way, outside [Company Name].
Return of Information
On leaving, every employee must immediately return assets that hold or reflect [Company Name]'s confidential information, such as mobile phones, laptops, charts, models, source code, and other belongings.
Exceptions
This agreement does not apply to confidential information that:
- Is already lawfully held by a person who has the right to hold it.
- Is public now, or becomes public later, other than through a breach of this agreement.
- Is promptly returned by the receiving party in documents, prints, or other recorded, tangible form, when the business purpose ends or on written request.
Indemnification
An employee of [Company Name] is responsible for any violation of this policy and must pay for the damages it causes. A breach may lead to the employee's termination from [Company Name].
Binding of the Agreement
If the employee breaches this agreement, the undersigned accepts that it may be enforced without affecting the charges for the breach. This agreement is signed for the benefit of the parties, their successors, and their personal representatives, and is executed at [Company Name] by both parties.
Quick, Actionable Tips
- What to consider when designing this policy.
- A ready-made sample policy covering every element.
- The purpose of the Non-Disclosure Policy.
- What confidentiality means under this policy.
- The sensitive information that needs to stay secure from competitors.
- The allowed reasons for requesting to use the information.
- The consequences for breaching the policy.
- Who this policy applies to.
- How long the policy applies to employees.