Employment Template
Free Employee Confidentiality Agreement Template
An employee confidentiality agreement protects proprietary information during and after employment.
Template
Copy this markdown, replace the {{variables}}, and send via API.
# Employee Confidentiality Agreement
**Employee:** {{employeeName}}
**Company:** {{companyName}}
**Date:** {{date}}
## Confidential Information
All non-public information relating to the Company's business, including trade secrets, customer data, financial information, and technical specifications.
## Obligations
Employee agrees to:
- Maintain strict confidentiality during and after employment
- Use confidential information only for company purposes
- Return all materials upon termination
- Not disclose to any third party
## Duration
These obligations survive termination of employment for {{survivalPeriod}}.
## Remedies
Company is entitled to injunctive relief for any breach.Send for e-signature
curl -X POST https://signb.ee/api/send \
-H "Authorization: Bearer YOUR_API_KEY" \
-H "Content-Type: application/json" \
-d '{
"content": "YOUR_RENDERED_MARKDOWN",
"senderName": "Your Name",
"senderEmail": "you@company.com",
"recipientName": "Recipient",
"recipientEmail": "recipient@email.com"
}'What happens next
- Signbee converts the markdown to a professional PDF
- Recipient gets an email with a signing link
- Both parties sign with an animated handwriting signature
- Both receive the signed PDF with a SHA-256 certificate
All signatures are legally binding under the ESIGN Act, eIDAS, and ECA.
More details
An employee confidentiality agreement (also called a confidentiality and invention assignment agreement, or CIIA) is one of the first documents a new hire should sign — ideally before they access any company systems or attend any meetings.
Why a separate confidentiality agreement instead of a clause in the employment contract: - Standalone enforceability: If the employment contract is challenged or voided, a separate confidentiality agreement remains enforceable. - Broader application: Can be used for employees, contractors, interns, board members, and advisors with consistent terms. - Survival clause: Confidentiality obligations should survive termination — a separate agreement makes this clearer to courts.
What to protect — categories of confidential information: 1. Trade secrets — Formulas, algorithms, processes, and proprietary methods that derive economic value from being secret. 2. Customer data — Client lists, pricing, contracts, buying patterns, and relationship details. 3. Financial information — Revenue, margins, costs, forecasts, fundraising details, and cap table information. 4. Technical specifications — Source code, architecture, infrastructure details, security configurations, and API designs. 5. Business strategy — Roadmaps, M&A plans, competitive analysis, marketing strategies, and expansion plans. 6. Personnel information — Compensation data, performance reviews, organisational charts, and hiring plans.
Common enforceability issues: - Overly broad definitions: 'All information the employee encounters' may be struck down. Be specific about categories. - Unreasonable duration: Post-employment obligations of 2-5 years are typical. Indefinite obligations may be unenforceable except for true trade secrets. - No consideration: For existing employees, simply continuing employment may not be sufficient consideration in some jurisdictions. Consider a small bonus or salary adjustment. - Conflicting with whistleblower protections: The agreement cannot prevent employees from reporting illegal activity to regulators.
Timing: Sign before the employee's first day — never after they've started. Once they have access to confidential information, you've lost leverage and may face consideration issues.
Frequently asked questions
When should employees sign a confidentiality agreement?
Before their first day — ideally as part of the offer acceptance process. Once an employee has access to confidential information, the company has less leverage and may face consideration issues (the employee has already received the information without being bound).
How long do employee confidentiality obligations last after termination?
Typically 2-5 years for general business information. Trade secrets may be protected indefinitely. The duration should be reasonable and proportional to the sensitivity of the information. Overly long or indefinite terms (except for trade secrets) risk being struck down.
Can an employee confidentiality agreement be signed electronically?
Yes. Employee confidentiality agreements are valid with electronic signatures under ESIGN (US), eIDAS (EU), and ECA (UK). Electronic signing provides a SHA-256 certified record proving exactly when the employee agreed to the terms.
Related resources
Send this template for signing — free, no credit card.