Employee NDA Template & Confidentiality Agreement

Employee Confidentiality Obligations

Under English common law, employees owe an implied duty of fidelity to their employer which includes a duty not to disclose confidential information. However, this implied duty has significant limitations — it ends when employment ends, and it only covers information that is truly confidential, not general skill and knowledge.

• The implied duty of fidelity during employment covers most confidential information
• After employment ends, only trade secrets and information of equivalent confidentiality are protected without a contract
• General skill, knowledge, and experience gained during employment cannot be restricted
• A written confidentiality agreement extends and strengthens the implied duty significantly

Drafting an Enforceable Employee NDA

An employee NDA should be proportionate and clearly define what is considered confidential. Courts will not enforce overly broad clauses that effectively prevent an employee from working in their field. The key is to be specific about what you are protecting and why.

• Define confidential information with specificity: client lists, pricing strategies, source code, formulas, etc.
• Distinguish between confidential information (protected during employment) and trade secrets (protected indefinitely)
• Include obligations for how confidential information must be handled: storage, access controls, return on departure
• Specify the duration of post-employment confidentiality obligations — 12 to 24 months for most information

When to Use Employee NDAs

Not every employee needs a standalone NDA. For many roles, confidentiality clauses within the employment contract are sufficient. Standalone NDAs are most appropriate for senior employees, those with access to trade secrets, and employees involved in sensitive projects.

• Senior management and directors with access to strategic plans and financial data
• Technical staff with access to proprietary technology, source code, or product designs
• Sales and account management staff with access to client relationships and pricing
• Any employee involved in M&A activity, product launches, or other time-sensitive confidential projects

Key Takeaways

• Implied duties of confidentiality have limited protection after employment ends — a written NDA is essential for comprehensive protection.
• Employee NDAs must be proportionate and specific; overly broad clauses are unenforceable under English law.
• Standalone NDAs are most valuable for senior employees and those with access to trade secrets or client relationships.