Confidentiality & Non-Compete Agreement

A confidentiality agreement with an employee, with optional limits on working for a competitor or approaching customers and staff after the job. Whether such limits hold depends on the country.

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Confidentiality & Non-Compete Agreement: infographic with a sketch of the document, when to use it, common mistakes and the country versions.
14 clauses, 2 parties, 2 signatures.

Country versions

  • International
  • United States *
  • United Kingdom *
  • Germany *
  • Korea *
  • Japan *

* check with local advice

A template, not advice.

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What it is

A confidentiality and non-compete agreement has two very different halves. The confidentiality half says what information an employee must keep to themselves, for how long, and what has to be returned when they leave. It is widely accepted and relatively easy to enforce. The non-compete half limits what the employee may do after the job: work for a competitor, approach customers, lure away colleagues. That half is where countries disagree most.

In some places such limits are void for most employees. In many others they hold only if they are short, narrow and protect a real business interest, such as confidential information or customer relationships. Germany makes a non-compete binding only if it is in writing, the employer hands over a signed copy and promises pay of at least half the last contractual benefits for the period, and the ban lasts at most two years. Korea and Japan weigh each agreement case by case, and both forbid an agreed penalty for breaking an employment contract, so the form leaves penalties out there. UK courts uphold a restriction only if it goes no further than necessary, and they will not rewrite one that is too wide.

This form therefore treats every restriction after the job as optional and short by default, leads with confidentiality, keeps the carve-outs the law protects (reporting wrongdoing, truthful evidence, general skills) and changes with your country. Read the notes for your country before you tick the non-compete.

When to use it
  • You are hiring someone who will handle confidential information, source code or customer data.
  • An employee moves into a role with access to trade secrets or key customers.
  • A departing employee agrees to keep confidential what they learned.
  • You want to see which restrictions would realistically hold in your country before you put them in a contract.
How to fill it in
  1. Choose your country first; the clauses and the notes change with it.
  2. Your company details come from your saved details; enter the employee and their position.
  3. Set how many years confidentiality lasts after the job.
  4. Decide whether to include a non-compete. If you do, keep the months short and describe the field and area narrowly.
  5. Choose whether to bar approaching customers and luring away staff, and set any payment (Germany requires one).
  6. Check the governing law and courts if the country asks for them, sign, and hand the employee a signed copy.
Common mistakes
  • Copying a long, worldwide ban from a template. It is the likeliest kind to be struck down.
  • Leaving out the pay where the law requires it, as in Germany.
  • Using the same text in a place that voids employee non-competes.
  • Not handing over a signed copy where the law makes that a condition.
  • Adding an agreed penalty in Korea or Japan, where it is forbidden in an employment contract.
  • Describing the competing field as "any competing business" instead of naming it.
Steps at a glance
  1. Fill in
  2. Check the preview
  3. Save as PDF, Word or Excel
Country versions

Pick the country you need. Each version uses the wording and layout commonly found there; a version marked “check with local advice” should be read by someone who knows the local rules before it is used.

  • International (XX): Written in English, Korean, Japanese, German
  • United States (US): Written in English – check with local advice
  • United Kingdom (GB): Written in English – check with local advice
  • Germany (DE): Written in German, English – check with local advice
  • Korea (KR): Written in Korean, English – check with local advice
  • Japan (JP): Written in Japanese, English – check with local advice

Designs

The same form in several designs. The fields and the wording stay the same; only the look changes.

  • Formal
  • Executive
  • Classic
  • Plain (black and white)
  • Minimal
  • Ledger
  • Modern
  • Compact
  • Side band
  • Warm
  • Boxed form
  • Banner

Your details fill it in

Fields that ask for your name, address or company details are filled from My details, so you do not type them again; you can still change any field for one form. Signed in, your details stay in your account; otherwise they stay in this browser only. A passport, identity or social security number is never saved.

Questions

Is a non-compete enforceable?
It depends on the country, and often on the individual case. Some US states and some other places void most employee non-competes. Where they are allowed, a court looks at the legitimate interest, the position of the employee, the period, the area, the kind of work and whether the employee gets something in return. The shorter and narrower the restriction, the better its chance. The confidentiality part does not depend on any of this.
What is the difference between a non-compete and a non-solicit?
A non-compete stops the person from working for a competitor at all. A non-solicit leaves them free to work anywhere but bars them from approaching the former employer's customers or staff. Non-solicit clauses are often easier to enforce, but some places treat a customer clause as a non-compete, as Germany often does.
Do I have to pay the employee for a non-compete?
In Germany yes: without a promise of at least half of the last contractual pay for the period, the ban is not binding. In Korea and Japan pay is not required by statute, but a court looks at whether something was given in return, so it helps. In the US and UK there is no general rule, though some US states set pay or notice conditions. The form has a field for the payment.
Can the employee be made to sign?
No. Offer the agreement before the job starts or give something in return if it comes later, and never use pressure or false statements; a signature obtained that way is a weak basis. Some places also want a minimum pay, notice or time to read before a non-compete is signed.
Is this legal advice?
No. It is a general template. This is one of the areas where law changes and differs most, so check the current rules for your country, state and industry and have an adviser review the non-compete before you rely on it.
Is this form legal, tax or accounting advice?
No. It is a template: it gives you the usual structure and wording, not advice. Rules differ by country and case, so have someone qualified read anything that matters before you sign, send or file it.
Which countries and designs does it come in?
It comes in 6 country versions: International, United States, United Kingdom, Germany, Korea, and Japan. 12 designs.

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A form is a template, not legal, tax or accounting advice. Rules differ by country and case.