An interview candidate non-disclosure agreement (NDA), otherwise known as an interview confidentiality agreement, protects your company from any disclosure of information made to a candidate who applies for a position. Many companies have employee NDAs that protect their proprietary information and trade secrets. However, candidates who are in the application process will not have signed those employee agreements.
An interview NDA allows you to more thoroughly vet candidates without concern over divulging information that they might take to other companies or make public.
When Do I Need a Non-Disclosure Agreement for a Job Interview?
The need for an interview confidentiality agreement depends on the industry, and type of position you’re filling. Most often, interview non-disclosure agreements are signed by high-level candidates or those who would be working with proprietary data and programs.
However, if you have trade secrets that are worked on more broadly within your organization, it’s acceptable to use this document for positions big and small to ensure that your critical information doesn’t get leaked to your competitors.
When you decide to get this document signed is up to you. You could provide it prior to the meeting so that they can bring in a signed copy, or have it signed on your company premises, but before being escorted to any area where sensitive information would be seen or discussed.
Providing an interview confidentiality agreement is a perfectly normal part of hiring for positions where sensitive information needs to be discussed. It allows you to be more honest and thorough during the interview process, which allows for a better assessment of how well a candidate would meet requirements for the position and fit in with the current company culture.
Interview NDAs are a standard fixture of many well-known companies including Google and Facebook. If you have sensitive information you want to protect, it will pay to take the extra step to draft this legal document.
Consequences of Not Having an Interview NDA
The most logical consequence of not using an interview NDA is that the candidates you interview might leak information, intentionally or accidentally. They might also bring information back to their current or future place of employment. Without a signed contract, you’ll have no recourse in those scenarios.
Alternately, many companies who don’t use interview candidate non-disclosure agreements won’t discuss sensitive information within the interview. This possibility can keep your information more secure but it can often mean a less productive interview process. The ability to thoroughly discuss responsibilities and future projects for the role can give the interviewer essential information to make a more accurate assessment of candidates.
The Most Common Interview NDA Uses
This document is often used for candidates being interviewed to fill sensitive positions. Some companies will use it for all interview processes, though that may depend on the availability of company sensitive or proprietary information throughout your organization.
Keeping in mind that many companies received hundreds of resumes to fill a single position and may schedule dozens of interviews, there can be a great deal of risk involved in having that many people see the inner workings of your company. An interviewee doesn’t have any vested interest in the success or failure of the company so they may be more likely to be careless about sensitive information.
The document can also be used in cases where your company is considering working with a contractor or partnering with another entity for the purpose of one or several projects.
It is also important for the interview NDA to include a sentence that clarifies that in return for having signed the NDA, the interviewee is able to interview.
What Should Be Included?
The interview NDA is often a simple contract including just a few key points. Here are some things that should be present in the agreement:
The Parties Involved:
The contract should clearly state the company name and the interviewee’s legal name. It may also delineate terminology for parties, such as referring to the interviewee as “applicant”.
The Job Title or Position:
The contract should stipulate what position the prospective employee is interviewing to fill.
The Protections the NDA Offers:
There should be a section within the NDA that stipulates that the agreement serves to protect the company from disclosures that can harm their interests in the marketplace, etc.
Definition of Information Which Cannot Be Disclosed:
The contract should clearly stipulate information that can’t be discussed outside of the interview. This might include trade secrets, products, and unique information the company adds to the NDA.
Clause on Not Disclosing Confidential Information from Another Company:
One clause that many companies add to their NDA is that interviewees may not disclose information pertinent to another entity, such as their current or past place of employment. This protects the company from liability in the event that their products or upcoming projects appear similar to a competing entity through chance.
Signatures and Dates:
The contract is legally binding after it’s signed and dated.
Your company will likely interview a great many candidates who are never hired on a permanent or temporary basis. None of those interviewees can be covered under a standard employee NDA. The interview candidate non-disclosure agreement offers some legal protection against theft of intellectual property in these scenarios.
Interview Non-Disclosure Agreement Sample
Here’s what a typical interview non-disclosure agreement looks like:
Interview Non-Disclosure Agreement
|State of __________|
AND CONFIDENTIALITY AGREEMENT
This Interview Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of the ____________________, 20______ (the “Effective Date”) by and between:
Employer: ________________________, a(n) (Check one) ☐ Individual ☐ Corporation
☐ Limited Liability Company ☐ Partnership ☐ Limited Partnership ☐ Limited Liability Partnership (the “Company”) and
Applicant: ________________________, an individual (the “Applicant”).
The Company is considering Applicant for possible future employment with the Company as __________________________ (the “Position”) and may disclose proprietary information unique and valuable to its ongoing business operations to Applicant during discussions with and evaluation of Applicant’s skills, abilities and suitability for the Position (the “Interview”). In consideration of the Company’s willingness to conduct the Interview and the covenants and mutual promises contained herein, the parties agree as follows:
- Confidential Information. Confidential information is: (Check one)
☐ All information shared by the Company. “Confidential Information” shall mean (i) all information relating to the Company’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of the Company and its affiliates that may be at any time furnished, communicated or delivered by the Company to the Applicant, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of the Company’s facilities; and (iv) all other non-public information provided by the Company whosoever. All Confidential Information shall remain the property of the Company.
☐ Only information marked ‘Confidential.’ “Confidential Information,” exchanged by the parties and entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or marking on each document exchanged designating the information as confidential or proprietary.
☐ Specific information. The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following, which the Company considers confidential: (Check all that apply)
☐ ‘Accounting Information’ which includes all books, tax returns, financial information, financial forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information, supplier costs and discounts, or related financial or purchasing information.
☐ ‘Business Operations’ which includes all processes, proprietary information or data, ideas or the like, either in existence or contemplated related to the Company’s daily and long-term plans for conducting the Company’s business.
☐ ‘Computer Technology’ which includes all computer hardware, software or other tangible and intangible equipment or code either in existence or development.
☐ ‘Customer Information’ which includes the names of entities or individuals, including their affiliates and representatives, that the Company provides and sells its services or goods to, as well as any associated information, including but not limited to, leads, contact lists, sales plans and notes, shared and learned sales information such as pricing sheets, projections or plans, agreements, or such other data.
☐ ‘Intellectual Property’ which includes patents, trademarks, service marks, logos, trade names, internet or website domain names, rights in designs and schematics, copyrights (including rights in computer software), moral rights, database rights, in each case whether registered or unregistered and including applications for registration, in all rights or forms anywhere in the world.
☐ ‘Marketing and Sales Information’ which includes all customer leads, sales targets, sales markets, advertising materials, sales territories, sales goals and projections, sales and marketing processes or practices, training manuals or other documentation and materials related to the sales, marketing and promotional activities of the the Company and its products or services.
☐ ‘Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, trade names, domain names, logos, trademarks, service marks, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, whether protected under contract or otherwise under law, and other similar rights or interests in intellectual property.
☐ ‘Procedures and Specifications’ which includes all procedures and other specifications, criteria, standards, methods, instructions, plans or other directions prescribed by the Company for the manufacture, preparation, packaging and labelling, and sale of its products or services.
☐ ‘Product Information’ which includes the Company’s products which are being contemplated for sale, manufactured, marketed, listed, or sold, including any fixes, revisions, upgrades, or versions, of which consists of all data, software and documentation related thereto.
☐ ‘Service Information’ which means the services provided by the Company, including the method, details, means, skills and training, which consists of all data, software and documentation related thereto.
☐ ‘Software Information’ which means the proprietary computer programs of the Company, including all fixes, upgrades, new versions, new enhancements, modifications, edits, conversions, replacements, or the like, in machine readable form or documentation and materials, and all copies and translations of such computer programs, documentation and materials, regardless of the form or media of expression or storage.
☐ Other: _____________________________________________________________________
- Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information:
- If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Applicant;
- If the information is or was received by Applicant from a third-party source which, to the best knowledge of Applicant, is or was not under a confidentiality obligation to the Company with regard to such information;
- If the information is disclosed by Applicant with the Company’s prior written permission and approval;
- If the information is independently developed by Applicant prior to disclosure by the Company and without the use and benefit of any of the Company’s Confidential Information; or
- If the Applicant may disclose only such portion of the Confidential Information which it is legally obligated to disclose Applicant is legally compelled by applicable law, by any court, governmental agency, or regulatory authority or subpoena or discovery request in pending litigation, but only if, to the extent lawful, Applicant gives prompt written notice of that fact to the Company prior to disclosure so that the Company may request a protective order or other remedy, Applicant may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
- Obligation to Maintain Confidentiality. With respect to Confidential Information:
- Applicant agrees to retain Confidential Information in strict confidence, to protect the security, integrity, and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication, or dissemination of Confidential Information except in conformity with this Agreement.
- Confidential Information is and will remain the sole and exclusive property of the Company.
- Applicant agrees that, in the event Applicant must download, access, process, transfer or otherwise communicate Confidential Information, Applicant will comply with all laws and regulations applicable to exports and re-exports of data and information and will not, directly or indirectly, export or re-export any Confidential Information in violation of such laws and regulations, including without limitation, those prohibiting export or re-export to restricted countries or without governmental authorization.
- At the end of the Interview, Applicant will return all Confidential Information to the Company and, if Applicant is not selected for employment with the Company for any reason, Applicant will ensure that all Confidential Information and all documents, memoranda, notes and other writings or electronic records prepared by Applicant that include or reflect any Confidential Information in Applicant’s actual or constructive possession are returned to the Company.
- The obligation not to disclose Confidential Information shall: (Check one)
☐ Survive the termination of this Agreement, and at no time will Applicant be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
☐ Remain in effect until ____________________, 20______, and at no time will Applicant be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
- Disclaimer. There is no representation or warranty, express or implied, made by the Company as to the accuracy or completeness of any of its Confidential Information.
- Remedies. Applicant acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, the Company shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. The Company shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by the Company under this Section, the Company shall be entitled to recover its attorney’s fees and costs from Applicant.
- Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.
Representative name: ________________________ Title: ________________________
Phone number: ________________________
Fax number: ________________________
Phone number: ________________________
Fax number: ________________________
- No Offer or Sale. Nothing in this Agreement will be deemed a sale or offer for sale of Confidential Information nor obligate the Company to grant Applicant a license or any rights, by statute, common law theory of estoppel or otherwise, to Confidential Information.
- Termination. This Agreement will terminate on the earlier of:
(a) the written agreement of the parties to terminate this Agreement;
(b) the hiring of Applicant; or
(c) ___________ (Check one) ☐ months ☐ years from the date hereof.
- Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.
- Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of _________________, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of _________________ for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.
- Miscellaneous. No joint venture, partnership or agency relationship exists between Applicant, the Company or any third-party as a result of this Agreement. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
|Applicant Signature||Applicant Full Name|
|Employer Signature||Employer Full Name|
|Company Representative Signature||Company Representative Name and Title|