Do employees have to sign an NDA?

No federal law requires it, but employers commonly make a confidentiality agreement a condition of employment. What it may cover is limited by law: it can protect trade secrets and business information, but not an employee’s right to report possible violations to government agencies or, in many cases, to discuss unlawful conduct at work.

What is the DTSA immunity notice and do I need it?

Under 18 U.S.C. § 1833(b)(3), an employer must give notice of whistleblower immunity in any contract with an employee that governs trade secrets or other confidential information. If it doesn’t, it cannot recover exemplary damages or attorney fees under the Defend Trade Secrets Act against that employee. The statute counts contractors and consultants as employees for this purpose. This template includes the notice.

Can an employee NDA stop someone talking about harassment?

Not for pre-dispute clauses covered by the federal Speak Out Act (42 U.S.C. § 19403), which makes such nondisclosure and nondisparagement clauses unenforceable in sexual assault and sexual harassment disputes. States such as California and Washington go further.

Can employees discuss their pay if they signed an NDA?

For most private-sector, non-supervisory employees, Section 7 of the National Labor Relations Act protects discussing wages and working conditions, and a confidentiality clause shouldn’t be written to prohibit that.

Is an employee NDA the same as a non-compete?

No. An NDA restricts what someone discloses; a non-compete restricts where they can work. This template has no non-compete. See NDA vs non-compete for the difference and California’s ban.

Employee NDA Template — With DTSA Notice and State Carve-Outs

Employee Confidentiality and Non-Disclosure Agreement

This Employee Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between [Company name], [entity type and state, e.g. a Delaware corporation] ("Company") and [Employee name], an individual ("Employee"). Each is a "Party" and together they are the "Parties."

1. Purpose

The Company will share certain information with the Employee in connection with the Employee's employment with the Company (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by the Company to the Employee, in any form (written, oral, electronic, or by inspection), that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes trade secrets, customer and prospect lists, pricing and margins, financial information, product roadmaps, source code, inventions, marketing plans, personnel information about other employees that the Employee learns through their job duties, and information that third parties have entrusted to the Company.

3. Exclusions

Confidential Information does not include information that the Employee can show: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Employee before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party who is not under a duty of confidentiality; or (d) is independently developed by the Employee without use of or reference to the Confidential Information.

General skills, knowledge, and experience that the Employee acquires are not Confidential Information merely because they were gained while working with the Company.

4. Obligations

The Employee will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to anyone except other Company personnel who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Employee is responsible for any breach by persons to whom it discloses Confidential Information.

The Employee will promptly notify the Company after becoming aware of any unauthorized use or disclosure.

5. Legally Required Disclosure

If the Employee is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Company prompt notice and reasonable help to seek a protective order, and discloses only the portion legally required.

6. Protected Rights

Nothing in this Agreement prohibits or restricts any Party or individual from: (a) reporting a possible violation of law to, filing a charge or complaint with, or communicating with, providing information to, or participating in an investigation by any government agency or official (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Occupational Safety and Health Administration) without notice to the other Party; (b) testifying truthfully in any legal proceeding; (c) disclosing information as required by law; or (d) discussing or disclosing information about sexual assault, sexual harassment, discrimination, or other conduct that the individual reasonably believes to be unlawful, to the extent such rights cannot be waived under applicable law, including the federal Speak Out Act (42 U.S.C. § 19401 et seq.).

Nothing in this Agreement restricts the Employee's rights under Section 7 of the National Labor Relations Act, where applicable, including the right to discuss wages, hours, and other terms and conditions of employment.

Notice of immunity under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such 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 the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

7. Term

This Agreement applies during the Employee's employment and the Employee's obligations continue for five (5) years after employment ends for any reason. For any Confidential Information that is a trade secret under applicable law, these obligations continue for as long as it remains a trade secret.

8. Return or Destruction

On the Company's written request or when the Employee's employment ends, the Employee will promptly return or destroy all Confidential Information in its possession, together with any Company devices, documents, and property, and, if requested, confirm this in writing. The Employee may keep copies stored in routine electronic backups or required by law, which remain subject to this Agreement.

9. No License; No Warranty

All Confidential Information remains the property of the Company. Nothing in this Agreement grants any license or right under any patent, copyright, trademark, or trade secret, except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is," without warranty of any kind.

10. Relationship to Other Terms

This Agreement does not change the at-will or other terms of the Employee's employment and does not contain any non-competition restriction. The Employee will not bring to the Company, or use in their work, any confidential information or trade secrets belonging to a former employer or other third party.

11. Remedies

Unauthorized use or disclosure of Confidential Information may cause the Company irreparable harm for which money damages would be inadequate. The Company may seek injunctive or other equitable relief, in addition to any other remedy available at law, without having to prove actual damages to the extent permitted by law.

12. General

Governing law. This Agreement is governed by the laws of [State or country], without regard to its conflict-of-laws rules.

Entire agreement. This Agreement is the Parties' entire agreement about its subject matter and replaces any prior understanding on that subject. It may be changed only in a writing signed by both Parties.

Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect.

Assignment. Neither Party may assign this Agreement without the other's written consent, except that the Company may assign it to a successor to its business.

Counterparts and signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

COMPANY
[Company name]

Name: [Signatory name]
Title: [Title]
Date: ____________

EMPLOYEE
[Employee name]

Name: [Name]
Date: ____________

What’s built in

DTSA immunity notice. The text tracks 18 U.S.C. § 1833(b). Leaving it out costs an employer exemplary damages and attorney fees in a DTSA case against that employee (§ 1833(b)(3)(C)).
Protected rights. Reporting to agencies such as the SEC, EEOC, NLRB and OSHA without notice; the SEC’s Rule 21F-17 bars impeding communication with it about possible securities violations.
NLRA Section 7. Doesn’t stop employees discussing pay and working conditions.
Speak Out Act. Nothing purports to gag disclosures about sexual assault or harassment.
Skills carve-out. General know-how isn’t confidential just because it was learned on the job.
No non-compete. Deliberately. See NDA vs non-compete.

State wording the generator adds

California. Government Code § 12964.5 requires a provision restricting disclosure of workplace conditions to include, in substantial form: “Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.”

Washington. RCW 49.44.211 voids provisions barring employees from discussing conduct they reasonably believe is illegal discrimination, harassment, retaliation, a wage and hour violation or sexual assault.

Sources: 18 U.S.C. § 1833(b) and 42 U.S.C. § 19403 (Cornell LII); 17 CFR § 240.21F-17; Cal. Gov. Code § 12964.5 (California Legislative Information); RCW 49.44.211 (Washington State Legislature).

Employee NDA template