Free Nebraska Non-Disclosure Agreement

Sample Nebraska 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 Nebraska.
  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: ____________________________



Understanding the Elements of the Non-Disclosure Agreement in Nebraska

Have you had to sign a secrecy agreement or asked your employees or partners to sign a document that states that they should refrain from sharing some information to third parties like your competition, public or the media? Such documents are created to prevent persons who may come across or have access to private and often sensitive information from sharing that knowledge/ information to the wrong people.

The confidentiality agreement in Nebraska is also called a non-disclosure agreement (NDA), and it represents the sworn secrecy through a legal document created between two parties. The understanding between the two parties must specify the information considered confidential by both parties, and it should be in written form. By signing the document, the two parties agree to keep the information private, and the person who is made aware of the secret (the receiving party) is prohibited from disclosing the information.

While these documents are common between employees and employers, the document could also be drafted between partners in a joint venture, a company, and its private/ independent contractors, or the company and its clients or suppliers, among others.

Besides maintaining the secrecy of information, the NDA provides the details of the potential remedies taken into action if the party receiving the trade secret fails to comply with the terms agreed upon in the document.

How do you create the agreement?

The first step involves obtaining a free Nebraska non-disclosure agreement form online then populating the document with the relevant information. To ensure that you have all the right information before you get started, you should know that the company, employer or any other party that discloses the confidential information, often trade secrets is referred to as the disclosing party while the party that learns or receives the new information is the receiving party.

But that is not all that you need to identify in the non-disclosure form. It should have the following details:

The confidential information, trade secrets, and the private operations must meet the statutory requirements, and they should conform to Nebraska's Trademark Registration Act. And the contract should not interfere with the statutes while operating within the confines of Sections 87-126 to 87-144 of the law.

Definition of the confidential information: in the form, you have to disclose the types of information shelved as well as the category that the information falls into. The definition of the information involves the establishment of the rules of the contract or the applicable consideration/ subject of the contract, without having to divulge the trade secret in black and white.

Exclusions: you have to name what the information that is not regarded confidential. So, if some information closely related to your trade secrets is public knowledge or if the receiving party obtained some related information about the secret before signing the NDA, that information must be indicated under the exclusions. Exclusions also include information received from third parties or information the receiving party developed independently.

Obligation: here, mention the roles of the receiving party as well as the consequences they will face if they fail to abide by the terms of the agreement. Under the obligations, it should be clear that the receiving party will not divulge the information to other employees and if they have to, then the other persons who need the information must also sign NDAs. Also, the obligations section indicates that the receiving party shall not, under any circumstances, publish or copy the details of the NDA, unless under the written directions of the disclosing party.

Time period: the confidential information in the free non-disclosure agreement in Nebraska binds a receiving party, and he or she has to be mum about the information for the duration of the agreement and also for some time after the term of the CA.

Signatures: the disclosing and the receiving parties have to put down their names and dated signatures to create a legally binding and a complete NDA.

Types of NDAs

As mentioned above, different circumstances warrant the creation of NDAs. You will, however, note that there are two main types of this secrecy document.

The Unilateral and the mutual/ bilateral NDAs/ obligations

With the unilateral obligations, there is only one disclosing party, and the receiving party has to keep the information confidential and in the event of a breach of contract the receiving party is held liable.

On the other hand, the bilateral obligations are created when both parties involved have to disclose confidential information and so, both parties have to agree to keep the information confidential as they would their own trade secrets. The parties are liable to each other.

Other types of secrecy documents

Non-compete agreements

Non-competes are the most restrictive types of secrecy documents in that they non-only forbid employees from disclosing trade secrets but also forbid them from working with your competition or even starting their own companies to compete with yours. They also restrict solicitation of customers. You should, however, note that the state will approve the non-competes only if you meet some conditions. Though limited, the restrictions of the non-compete must be:'

Reasonable in that it does not cause any injury to the public. That is: the restriction should not deprive the public access to valuable goods and services

It should not be greater than necessary in a reasonable manner, and it must protect an employer from a legitimate business interest.

Also, its reasonableness should be seen in the sense that the non-compete is not oppressive or unduly harsh on the receiving party.

Some of the acceptable restrictions on non-competes in Nebraska include:

Reasonable time, scope and geographical restrictions: so, a 4 or 5-year restriction is unreasonable and a 2-year restriction in a 25-mile radius reasonable, especially when an employer is unable to establish why the restriction should go beyond the 3-year mark.

Note that the state restricts this information to clients that the employer had contact with physically and the ones they did business with. So, the departing employee will only be forbidden from soliciting customers only if he or she dealt with them in person.

Regarding prospective customers and former customers, the state laws are unclear. Note that you cannot use a non-compete to restrict an employee from working with a competitor or client anywhere in the US.

Determining the reasonableness of the time/ geographic restrictions

  • You have to consider the:

    • The degree of the inequality in the bargaining power

    • Risk of losing customers

    • The extent of the participation of the employee and employer in securing and retention of the customers

    • Good faith demonstrated by the employer

    • Employee's health, education, training, or family needs

    • Existing employment opportunities in the marker

    • Extent and nature of the employee's position

    • General knowledge or the sources used to identify customers

    • The necessity of an employee having to change their residence

    • Correspondence of restraint and the need to protect the employer's legitimate interests.

    • You should keep in mind that the state requires that the employee receives some consideration in exchange for signing the contract for the validity of the document.

Would you like to create an NDA today? Get our free non-disclosure forms available to all residents of Lincoln, Omaha, Kearney, Grand Island, North Platte, Papillion, Sydney, and in any other city in Nebraska.


NE Non-Disclosure Agreement

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