Employee Non-Disclosure Agreement Template

!DOCTYPE html

Northwind Traders

Employee Confidentiality Agreement

Effective March 3, 2025

Employee Confidentiality Agreement

EmployerNorthwind Traders

EmployeeTaylor Brooks

EffectiveMarch 3, 2025

This Employee Confidentiality Agreement (this "Agreement") is entered into between Northwind Traders (the "Company") and Taylor Brooks ("Employee"), effective March 3, 2025, in consideration of Employee's employment and Employee's access to Confidential Information.

1. Confidential Information

"Confidential Information" includes, without limitation, trade secrets, product roadmaps, source code, technical specifications, customer lists and pricing, financial data, business plans, and personnel records of other employees (such as compensation, medical, or performance records) that Employee accesses because of Employee's job duties, whether disclosed orally, in writing, or by inspection. Confidential Information does not include Employee's own wages, hours, benefits, or other terms and conditions of employment, or Employee's general skills, knowledge, and experience. It also does not i

2. Obligations

Employee shall (a) use Confidential Information solely in the performance of duties for the Company; (b) hold it in strict confidence; and (c) not disclose it to any third party without prior written authorization from the Company. If Employee is required by law, subpoena, or court order to disclose Confidential Information, Employee will, where legally permitted, give the Company prompt notice so it may seek a protective order, and will disclose only what is legally required. This Section is subject to Sections 6 and 7.

3. Return of Materials

Upon termination of employment for any reason, Employee will promptly return or destroy (at the Company's election) all Confidential Information and copies thereof in Employee's possession or control and, if the Company asks, confirm in writing that Employee has done so.

4. Term and Survival

Employee's obligations under this Agreement apply during employment and after it ends: for trade secrets, for as long as the information remains a trade secret under applicable law; and for all other Confidential Information, for 3 years after employment ends.

5. Remedies

Employee acknowledges that breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate, and the Company is entitled to seek injunctive relief in addition to all other remedies.

6. Notice of Immunity Under the Defend Trade Secrets Act

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

7. Protected Rights

Nothing in this Agreement prohibits Employee from (a) filing a charge or complaint with, communicating with, or providing information to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, or any other government agency, or receiving an award for information provided to a government agency; (b) discussing or disclosing wages, hours, or other terms and conditions of employment; or (c) exercising rights under Section 7 of the National Labor Relations Act. Nothing in this agreem

8. No Employment Contract

This Agreement does not create a contract of employment for any specific period and does not change the at-will nature of Employee's employment.

9. General

This Agreement is governed by the laws of the State of Texas, where Employee primarily works, without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Employee may not assign this Agreement, and the Company may assign it to a successor to its business. Notices must be in writing and delivered to the addresses the parties have on file or by email to an addr

The parties have signed this Agreement as of the Effective Date.

Employee

Taylor Brooks

Employer

Morgan Yu

Head of People, Northwind Traders