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New Jersey Employee and Severance NDA

Draft a New Jersey employee or severance NDA that follows N.J.S.A. 10:5-12.8, with the required notice and carve-out for discrimination and harassment claims.

Introduction

A New Jersey employee NDA is a confidentiality agreement between a company and a worker that protects the employer's trade secrets and confidential business information. A severance NDA is the version signed at separation, usually inside a settlement or release agreement, and it often keeps the terms of the exit private. What separates it from a commercial NDA between two businesses is who signs it: a worker cannot be forced to stay silent about unlawful conduct. In New Jersey, N.J.S.A. 10:5-12.8 makes any provision concealing the details of a discrimination, retaliation, or harassment claim unenforceable against a current or former employee. A settlement resolving such a claim must also carry a bold notice that confidentiality is unenforceable against the employer if the worker reveals enough detail to make the employer reasonably identifiable. DocDraft drafts a New Jersey employee or severance NDA from your facts, with the required carve-out and notice built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    New Jersey's rule is N.J.S.A. 10:5-12.8, under the Law Against Discrimination. It makes any clause concealing the details of a discrimination, retaliation, or harassment claim unenforceable.

  2. 2

    The scope is broad. It covers discrimination, retaliation, and harassment together, not just sexual harassment.

  3. 3

    It reaches both contracts and settlements. The bar on concealment applies to an employment contract and to a settlement agreement alike.

  4. 4

    A statutory notice is mandatory in settlements. Every settlement resolving such a claim must carry a bold, prominently placed notice about when confidentiality stops protecting the employer.

  5. 5

    The notice explains a two-way rule. If the employee publicly reveals enough detail to make the employer reasonably identifiable, the confidentiality provision becomes unenforceable against the employer.

  6. 6

    It runs in the employee's favor. The concealment clause is unenforceable against a current or former employee, so the worker keeps the ability to speak about the claim.

  7. 7

    Trade secrets stay protectable. The statute limits concealment of claim details, not legitimate confidential business information, which a New Jersey NDA can still protect.

Key decisions before you file

Before you file a Employee and Severance NDA in New Jersey, a few decisions shape the document: which option to choose and what each one means. The Employee and Severance NDA guide walks through them.

Open the Employee and Severance NDA guide

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NEW JERSEY EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by New Jersey law.

  1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

  2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information disclosed to or learned by Employee. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

  3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it to any third party without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

  4. PROTECTED DISCLOSURES (NEW JERSEY, N.J.S.A. 10:5-12.8) No provision of this Agreement has the purpose or effect of concealing the details relating to a claim of discrimination, retaliation, or harassment. Any such provision is against public policy and unenforceable against a current or former employee. Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the New Jersey Division on Civil Rights, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, or from exercising any right that cannot lawfully be waived. Consistent with the federal Speak Out Act, this Agreement does not restrict Employee from speaking about a dispute involving sexual assault or sexual harassment. If this Agreement is a settlement agreement resolving a claim of discrimination, retaliation, or harassment, the following notice applies: Although the parties may have agreed to keep the settlement and underlying facts confidential, such a provision in an agreement is unenforceable against the employer if the employee publicly reveals sufficient details of the claim so that the employer is reasonably identifiable.

  5. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

  6. NO OTHER RESTRICTIONS ON RIGHTS This Agreement does not waive Employee's right to file a charge, testify, or participate in an investigation, and does not require Employee to notify the Company before doing so.

  7. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue during and after employment for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

  8. GENERAL This Agreement is governed by New Jersey law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]

New Jersey Requirements for Employee and Severance NDA

New Jersey N.J.S.A. 10:5-12.8

Draft a New Jersey employee or severance NDA that follows N.J.S.A. 10:5-12.8, with the required notice and carve-out for discrimination and harassment claims.

Frequently Asked Questions

An employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, such as trade secrets, client and pricing data, and internal processes. It differs from a commercial NDA between two businesses because of who signs it and the limits employment law imposes. In New Jersey, N.J.S.A. 10:5-12.8 means the agreement cannot conceal the details of a claim of discrimination, retaliation, or harassment, and a settlement resolving such a claim must carry a specific statutory notice.

It provides that a provision in any employment contract or settlement agreement which has the purpose or effect of concealing the details relating to a claim of discrimination, retaliation, or harassment is against public policy and unenforceable against a current or former employee. In practice, a New Jersey NDA or non-disparagement clause cannot be written to bury the facts of such a claim, and any clause that tries to will not hold against the worker.

Yes. N.J.S.A. 10:5-12.8 reaches discrimination, retaliation, and harassment as a group, so it is broader than a sexual-harassment-only rule. Because it sits within the Law Against Discrimination, its protection extends across the forms of unlawful conduct that statute addresses, and a New Jersey employee NDA has to leave room for a worker to disclose the details of any such claim.

Every settlement agreement resolving a discrimination, retaliation, or harassment claim must include a bold, prominently placed notice stating that, although the parties may have agreed to keep the settlement and underlying facts confidential, such a provision is unenforceable against the employer if the employee publicly reveals sufficient details of the claim so that the employer is reasonably identifiable. The notice is required by N.J.S.A. 10:5-12.8, and DocDraft builds it into a New Jersey severance version by default.

Yes. A concealment provision covering the details of a discrimination, retaliation, or harassment claim is unenforceable against a current or former employee under N.J.S.A. 10:5-12.8, so you keep the ability to disclose those details. A New Jersey employee or severance NDA can still bind you as to genuine trade secrets and confidential business information, but it cannot silence the facts of that kind of claim.

The statutory notice explains that if the employee publicly reveals sufficient details of the claim so that the employer is reasonably identifiable, the confidentiality provision becomes unenforceable against the employer. In effect, a worker who chooses to name enough specifics that the employer can be identified releases the employer from its side of the confidentiality bargain as well, which is why the notice describes it as a two-way outcome.

Yes. N.J.S.A. 10:5-12.8 limits the concealment of a claim's details, not the protection of legitimate confidential information. A New Jersey employee or severance NDA can still protect trade secrets, client and pricing data, processes, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

Yes. N.J.S.A. 10:5-12.8 speaks to any employment contract or settlement agreement, so it reaches an onboarding NDA signed at hire and a severance NDA signed at separation. The concealment bar applies to both, and the additional bold-notice requirement applies to a settlement agreement that resolves a discrimination, retaliation, or harassment claim.