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NDA for Employees
The agreement that stops what an employee learns at work leaving with them. Signed at the start of the employment it costs nothing; signed later it costs something specific.
- Confidential information defined widely enough to be worth having
- Ownership of anything the employee creates on the job written in
- Advice on signing one with an employee who is already on the payroll
- Drafted by experienced lawyers for the information you actually hold
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What an employee NDA is
An agreement between an employer and an employee not to disclose the employer’s trade secrets without permission.
An NDA for employees is a non-disclosure agreement under which an employee undertakes not to disclose the employer’s trade secrets and confidential information without the employer’s permission. The same obligations can be covered inside the employment agreement instead, as a confidentiality clause.
It commonly does a second job as well: recording that anything the employee creates on the job belongs to the company. That is a different promise from confidentiality and it has to be written separately, because keeping a secret and owning a thing are not the same undertaking.
It is advisable to have it signed at the start of the employment. Where it is put in front of somebody who is already employed, they should be offered a benefit over and above their existing salary, because otherwise they have agreed to a new obligation and received nothing for it.
- Between
- Employer and employee
- Signed when
- At the start
- With the joining paperwork
- If signed later
- Offer something for it
- A benefit over and above the salary
- Covers
- Trade secrets and data
- And work created on the job
- Drafted on
- Plain or stamp paper
- Either is acceptable
- Notary
- Not required
- Alternative
- A clause in the contract
- A standalone NDA is clearer
Why employers have us draft it
- Confidential information defined for what your business actually holds
- A consultation before drafting, not a form to fill in
- IP assignment drafted alongside the confidentiality, where you need it
- Advice on how to introduce one to employees already on the payroll
- Thousands of businesses served across every state in India
What the drafting covers
- A consultation call about what your business needs to protect
- An NDA drafted from scratch by an experienced lawyer
- A definition of confidential information written around your actual data
- Ownership of anything the employee creates on the job, where you want it
- Guidance on introducing it to existing employees
- Revisions after you have read the draft
What it should cover
What counts as confidential
Trade secrets, financial information, technical know-how, customer data and source code. Define it broadly: a narrow definition protects only the examples you happened to think of.
What does not
Anything already public, anything the employee already knew, and anything they develop independently. Leaving these out makes the whole clause easier to argue against.
Who owns what is created
If the employee builds something on the job, say who owns it. Confidentiality alone does not transfer ownership of anything.
How long it lasts
Confidentiality obligations normally survive the employment ending. State for how long, rather than leaving it to be argued about after they have left.
An employee NDA against a third-party one
Both are non-disclosure agreements and they are not interchangeable. They are signed at different moments, run in different directions, and only one of them has a problem with what the signer receives in return.
| Attribute | NDA with an employee | NDA with a third party |
|---|---|---|
| When you need which | ||
| Your own staffAnyone on the payroll who will see trade secrets, customer data, financial information or technical know-how in the course of their work. | Anyone outsideA prospective investor, a collaborator, an outsourced developer, a freelancer, a consultant or a professional adviser. | |
| At the startAt the beginning of the employment, alongside the rest of the joining paperwork. Signing one later is possible but changes what has to be given in return, as the row below sets out. | Before you talkBefore the first substantive conversation. An NDA signed after the information has been shared protects nothing that was said before it. | |
| One wayThe employer discloses and the employee receives. There is rarely anything flowing back that needs protecting. | Often both waysTwo businesses exploring a partnership usually each have something to protect, so the obligations are written to bind both sides equally. | |
| Getting it right | ||
| Yes, if it is laterAn NDA signed at the start is supported by the job itself. Put one in front of somebody already employed and they should be offered a benefit over and above their existing salary, or there is nothing they received for agreeing to it. | The deal itselfThe exchange of confidential information, and the discussions it is for, is what each side receives. Nothing separate is needed. | |
| YesThe same obligations are often written into the employment contract as a confidentiality clause instead of a separate agreement. A standalone NDA is clearer and easier to point at. | SometimesA confidentiality clause inside a service agreement or a contractor agreement covers the same ground once the deal is signed. A separate NDA is what covers the period before it, when there is no other contract yet. | |
| Not mandatoryIt may be drafted on plain paper or on stamp paper, whichever the employer prefers. | Not mandatoryAdvisable rather than required, and it needs no notary. Stamping is about proving the document existed on the date it says it did. | |
| Next step | Get started | Know more |
Swipe the table sideways, NDA with an employee stays in view. Open any attribute to read the detail behind both answers.
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Can I ask an employee who already works here to sign one?
Yes, but they should be offered something over and above their existing salary for doing so. An employee who is already employed receives nothing new by signing, which weakens the agreement.
A promotion, a revision or a bonus tied to the signing are the usual routes. Raise it on the consultation call and we will draft it accordingly.
Do I need a separate NDA if my employment contract has a confidentiality clause?
Not necessarily: the same ground can be covered either way. A standalone NDA is clearer, easier to point at, and easier to hand to somebody who is not on a full contract.
Does it need stamp paper or a notary?
Neither is mandatory. It can be drafted on plain paper or on stamp paper, as the employer prefers, and it needs no notarisation.
Does it still apply after the employee leaves?
It should, and a well-drafted one says so explicitly with a period attached. Confidentiality that ends with the employment protects nothing at the moment it matters most.
Can it stop an employee joining a competitor?
No. That is a non-compete clause and it belongs in the employment contract, where it is subject to section 27 of the Indian Contract Act and has to be reasonable.
An NDA restricts the use and disclosure of information. It does not restrict where somebody works.
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