This non-jurisdictional template is a confidentiality agreement for a prospective employee that contains confidential and proprietary information covenants and provisions commonly found in confidential information and non-disclosure agreements and invention assignment agreements. This template includes practical guidance, drafting notes, and alternate clauses. This template is the template for our state Confidentiality Agreements (with Inventions Assignment) and has not been tailored for any jurisdiction. Use this template alone or customize it for one or more jurisdictions. The confidentiality agreement (also known as a non-disclosure agreement) contains an acknowledgment by the employee of the confidential nature of the company's proprietary information, including technical information (such as know-how, processes and designs) and business information (such as business plans, financial data and supplier, and customer information). The employee is obligated, during and after the course of their employment, to keep this information confidential. The employee also agrees to assign to the company any inventions, and the accompanying intellectual property rights, that they develop during their employment. Excluded from the scope of the assignment are inventions created prior to the employment (which you should set forth explicitly – see Exhibit of the template). For a full listing of key content covering restrictive covenant considerations, see Restrictive Covenants Resource Kit. For more information on confidentiality agreements, see Non-disclosure Agreements: Key Negotiation, Drafting, and Legal Issues (Pro-Employer),, Confidentiality Agreements, and Social Media in Restrictive Covenants. For more information on inventions agreements, see Assignments of Inventions Checklist. For information on state laws concerning confidentiality agreements, see Non-competes and Trade Secret Protection State Practice Notes Chart. For information on state laws concerning inventions agreements, see Assignment of Employee Inventions State Law Survey. For state-specific confidentiality/invention assignment agreements, see Non-competes and Trade Secret Protection State Expert Forms Chart.