Non-Disclosure Agreement

An NDA is also referred as confidentiality agreement
An NDA is a stand alone agreement between 2 (two) parties that defines how shared confidential information can be handled and shared between parties.
NDA not only protects the disclosing of the confidential information, but it also provides sufficient safeguard from client poaching as well as employee soliciting.
NDA creates boundaries to the disclosure (to whom the confidential information is shared) to handle the confidential information wisely and only in manner in which s/he is authorized to.

Employers have many business sensitive information which are getting shared with employees from time to time and as and when needed.
Such business sensitive information is very critical and can not be shared with any unauthorized person.
If such information is shared with any unauthorized person, it may create severe consequences to the employer.
The NDA creates a confidential relationship between employee and employer and restricts the employee from sharing any such confidential information to any unauthorized person.

Confidential information includes any information which are non-public and/or proprietary information
Apart from that, any information which is marked as ‘Confidential’ should be considered as confidential information.
Few e.g. of confidential information
- Any non-public financial (or any) information of Company/Employer
- Employee Salaries and employee financial data, etc.
- Client specific information, like client project, client’s client information etc.
- Source Code, Trade secrets, research plans, etc.

Client poaching/soliciting
- From identifying a client to bringing it onboard takes a huge amount of effort and money.
- This clause is restringing to anyone who is signing the NDA to contact the client directly and take any financial benefit out of it. That also includes working directly for the client without prior approval from the employer
Employee Solicitation
- From recruitment to hiring takes a huge amount of effort and money.
- This clause is restricting to anyone who is signing the NDA to solicit or hire existing employee, providing job opportunity, encouraging to leave the job

Any employee having any such confidential information should make sure to use such information for permitted use only.
Employees should not disclose their salaries or any other financial benefits with each other.
Anyone should not contact the client directly or indirectly for establishing any business relationship.
The employee should inform immediately to his/her manager along with the legal department if in case any client contacts the employee for establishing any such business relationship.
After leaving the job, any employee should not encourage any Uplers’ employee to leave their job
Employees should not upload/mention any client project in their personal portfolio/resume without getting written permission from the employer.

Thank You!