Employee NDA Template: Protecting Company Information (2026)

What Is an Employee Non-Disclosure Agreement?

Employee NDAs are binding contracts that restrict an employee from disclosing protected information. These agreements are not the same as non-competition agreements.

Non-competition agreements usually block workers from going to work for a competitor. NDAs simply block the worker from talking or writing about the information specified in the contract.

When Should You Use an Employee NDA?

Companies can use employee NDAs with both contractors and at-will employees. In other words, employee NDAs are not limited to contract employees. What is at-will employment? Most people are at-will employees, meaning they have no contract that governs their term, and, as a result, they can be fired for any reason or no reason.

Under employment law, companies can have NDAs with workers to govern the handling of confidential information and trade secrets. These NDAs should be used whenever workers have access to any non-public information.

What to Include in an Employee NDA

An employee NDA must have mutual assent. Specifically, the employee must voluntarily enter into the agreement. Coercion can be an issue due to the power imbalance between workers and their employers. The contract can include a statement that the employee willingly agreed to the terms.

Employee NDAs must also have consideration, which means there is an exchange of value. Consideration is usually not an issue for new hires because the job offer itself is valuable.

However, it can be an issue when having current workers sign new NDAs. One way to address both consideration and mutual assent is to offer existing workers a small bonus or something else in exchange for signing a new NDA.

Are Employee NDAs Enforceable?

Many states have acted to limit the use of employee NDAs. Washington has enacted broad restrictions by prohibiting agreements that block employees from reporting discrimination, sexual harassment, or wage violations.

Other states, such as Virginia, have created narrower restrictions applying only to cases involving sexual assault or harassment. A judge will refuse to enforce any employee NDA that violates these limitations.

Key Best Practices for Managing Employee NDAs

Best practices for employee NDAs include maintaining a list of positions that have access to confidential information, uniformly requiring workers in those positions to sign NDAs and periodically reviewing the list.

When drafting contracts, consider working with a lawyer to prepare an employee NDA template. The template will ensure that workers sign an agreement that is valid and enforceable.

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