Non-Disclosure Provisions in Employment Agreements

Non-Disclosure Provisions in Employment Agreements: What You Need to Know

When signing an employment agreement, one of the most important aspects is the non-disclosure provision. Essentially, this provision ensures that an employee will not disclose confidential information about their employer or the company`s trade secrets to third parties. It is a crucial element for protecting a company`s intellectual property and proprietary information.

But what exactly does a non-disclosure provision entail, and why is it important?

The Purpose of a Non-Disclosure Provision

A non-disclosure provision, also known as a confidentiality agreement, is put in place to protect a company`s confidential information. This information can include a wide range of data, from financial records and customer lists to technology and production methods. Essentially, anything that gives a company a competitive advantage in the marketplace is considered confidential.

Without a non-disclosure provision, employees would be free to share this information with competitors, which in turn could harm the company`s reputation and bottom line. It could also put the company at a disadvantage in the market.

What the Non-Disclosure Provision Includes

A typical non-disclosure provision will define what information is confidential and how it can be used. It will also spell out the consequences of violating the agreement, which can include termination, legal action, and even criminal charges.

The provision may also specify the circumstances under which an employee can disclose information. For example, an employee may be allowed to share confidential information with other employees on a need-to-know basis, or they may be required to notify their employer before disclosing information to a third party.

In some cases, the non-disclosure provision may also include a non-compete clause. This restricts an employee from working for a competitor within a certain geographic location or for a certain period of time after leaving their current employer.

What You Need to Know as an Employee

As an employee, it is important to understand the non-disclosure provision before signing the employment agreement. Make sure you understand what information is considered confidential and what the consequences are for violating the agreement. If you have any questions or concerns, don`t hesitate to ask your employer or HR representative.

It is also important to note that the non-disclosure provision is not just binding while you are employed by the company. Even after you leave, you are still bound by the agreement to keep confidential information private.

In some cases, the non-disclosure provision may be overly restrictive. If you feel that the agreement is unreasonable or unfair, you may want to seek legal advice before signing.


Non-disclosure provisions are a crucial element in protecting a company`s confidential information. As an employee, it is important to understand the terms of the agreement and to take it seriously. By doing so, you can help ensure that you are doing your part in protecting your employer`s intellectual property and proprietary information.