Free Iowa Non-Disclosure Agreement

Sample Iowa Non-Disclosure Agreement


THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this ____________________, _______


____________________ of ________________________________________________________________________________

(the "Employer")


- AND -

____________________ of ________________________________________________________________________________

(the "Employee")



  1. The Employee is currently or may be employed as an employee with the Employer for the position of: ____________________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

    Confidential Information

  1. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  2. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's Employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  3. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  4. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to receiving the Confidential Information from the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  5. Confidential Obligations

  6. Except as otherwise provided in this Agreement, the Employee must keep the Confidential Information confidential.
  7. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  8. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will be continuous from the date of this Agreement until ____________________, _______, except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
  9. The Employee may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  10. Avoiding Conflict of Opportunities

  11. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's Employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  12. Without the written consent of the Employer, the Employee further agrees not to:
    1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
    2. directly or indirectly, engage or participate in any other business activities which the Employer, in their reasonable discretion, determines to be in conflict with the best interests of the Employer.
  13. Non-Solicitation

  14. Any attempt on the part of the Employee to induce others to leave the Employer's employ, or any effort by the Employee to interfere with the Employer's relationship with their other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that from the date of this Agreement until ____________________, _______, the Employee will not in any way, directly or indirectly:
    1. induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
    2. otherwise interfere with or disrupt the Employer's relationship with their employees and contractors;
    3. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
    4. solicit, entice, or hire away any employee or contractor of the Employer.

    This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Employee was employed by the Employer.

  15. Non-Competition

  16. Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Employee will not, from the date of this Agreement until ____________________, _______, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Employee was working during any time in the last year of Employment with the Employer.
  17. From the date of this Agreement until ____________________, _______, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from their customers, prior to termination or expiration, as the case may be, of the Employment.
  18. Ownership and Title

  19. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  20. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  21. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trademarks or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  22. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  23. Remedies

  24. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  25. Return of Confidential Information

  26. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  27. Notices

  28. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  29. If the Employee loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  30. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  31. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. ____________________
    2. ____________________
  32. Representations

  33. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.
  34. Termination

  35. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  36. Assignment

  37. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  38. Amendments

  39. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  40. Governing Law

  41. This Agreement will be construed in accordance with and governed by the laws of the State of Iowa.
  42. General Provisions

  43. Time is of the essence in this Agreement.
  44. This Agreement may be executed in counterpart.
  45. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  46. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  47. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  48. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
  49. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  50. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  51. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ____________________, _______.





Witness Name: ____________________________







Witness Name: ____________________________



How to Write a Non-Disclosure Agreement in Iowa

If the reason why you are in business and garnering a huge competitive edge in the economy is the unique technology, methods, process, devices, programs, or compilations that you engineered on your own, then you have to do everything possible to protect that information. It is what sets you apart from the rest of the competition. So, you should not leave any loophole that could result in the leakage of your trade secrets to the public and the competition.

Besides asking people to keep their mouths shut about what you discuss in the boardroom or the new technologies you are improving with your engineering team, set higher standards for data protection using a confidentiality agreement in Iowa (CA).

Confidentiality agreements are also called non-disclosure agreements (NDA) and what the agreements do is to protect your trade secrets from falling into the wrong hands. All you need to do is to ensure that all people with access to the information or those who could access the information sign legally binding NDAs.

Non-disclosures are among the most powerful legal instruments hence their use by investors, companies, and contractors, among others to protect their trade secrets, as well as intellectual property. Otherwise, a company would lose the rights to their patents or inventions when then public or the competition learn about the information.

Intellectual property or unique programs, techniques or methods that give a company a competitive edge because the information is only known to the company is a trade secret. Therefore, non-disclosures represent the contracts that protect valuable information, giving the owner of the information an economic advantage.

Types of NDAs

There are two types of NDAs, and they are differentiated by the number of parties that disclose a trade secret. You could have a unilateral or a bilateral NDA

Unilateral NDA - This is a legally binding contract that involves one disclosing party and one receiving party. By signing the document, the receiving party swears to maintain secrecy over the details of the NDA, and in the event of a breach, the receiving party will be held liable.

Bilateral NDA - It's also called a mutual NDA. It refers to the understanding and contractual arrangement that leads two parties with trade secrets or confidential information to share with one another. Both parties sign the document to signify the fact that they are responsible for keeping each other's trade secret protected from third parties. In the event of a breach, both parties are held liable. The bilateral NDAs are common during takeovers and mergers.

Creating a legally binding NDA in Iowa

To be enforceable/ legally binding, there are specific elements of the NDA that require understanding. Every enforceable has these elements even though the court must approve whether the conditions of the NDA are reasonable or not.

Before you look at the clauses that make a complete NDA, you need to download a free Iowa non-disclosure agreement form online. The form guides you on the essential elements of the document. Every form should have the following:

Purpose or definition of the document: This section outlines the reason for the NDA as well as the specific or the general details of the confidential information requiring protection. It is recommended that the document is marked 'confidential' to set things in the right direction. You could also use this section to explain why you consider that information confidential. Keep in mind that outlining the exact details of the trade secret ensures that there is no room for any form of creative imagination.

Obligations of the parties: Without spelling out what is expected of the receiving party and the disclosing party, important information could disappear through the cracks. To make the document airtight, there should be an explicit expression of the fact that the receiving party should keep the information safe and restrict access, in the best ways possible.

The consequences of a breach should also be stated as should the fact that the receiving party should not make the information in the NDA accessible to other employees, contractors, or investors. The release of the information should only be possible if the party interested in the information signs an NDA. The other role of the receiving party is to protect the information and not to use it for their own benefit unless given the go-ahead by the disclosing party.

It should be noted that the receiving party can only release or return the trade secrets and associated materials to the disclosing party only upon receipt of an official written request.

Exclusions in the NDA: Information that is related to the NDA but available in the public domain or accessed through other legitimate means before signing the contract should be indicated in the ‘Exclusions’ clause.

Time periods: Usually, NDAs stipulate a time period during which the receiving party is to remain mum over the details of the NDA. This time begins when the parties sign the contract and it ends when the disclosing party wants it to end. This may be between a few weeks, months or years. In other cases, the terms of the contract are binding until a specific event occurs.

Signatures: As per the statutes and the provisions of the Uniform Trade Secrets Act, the contractual/ confidential relationship is only created once the parties involved sign the free non-disclosure agreement in Iowa.

Other documents that protect trade secrets

Non-compete agreements

Wondering what you should do to ensure that your ex-employees do not walk out and into your direct competitors with all your trade secrets? Well, just ask them to sign a non-compete.

As the name suggests, this is a restrictive covenant that forbids former employees from working with your direct competitors immediately after leaving your employment. It also prevents the ex-employees from setting up practices or businesses using the skills, knowledge, and experiences gained from working with you.

The restrictions of a non-compete are time and geographically restricted, and they should be reasonable.

For enforcement, the non-compete must strike a balance between protecting an employer's legal business interests and trade secrets from any form of unfair competition and the right of the ex-employee to work in a field they have trained.

There should also be a reasonable consideration from the restriction at the time of signing the document. The state accepts continued or initial employment sufficient consideration. The courts will also determine the hardship the restrictions placed on the employee, the effects of the non-compete on the public, as well as the level of geographical restrictions given.

Would you like to use an NDA in Iowa City, Dubuque, Des Moines, Cedar Rapids, Davenport, Sioux City, Ames, or any other city in Iowa? Get started with our free non-disclosure agreement forms today.


IA Non-Disclosure Agreement

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