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Vermont Employee and Severance NDA

Draft a Vermont employee or severance NDA under 21 V.S.A. 495h, with the express sexual-harassment carve-out the state requires in settlement agreements.

Introduction

A Vermont 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 release agreement, and it often keeps the terms of the exit private. It differs from a commercial NDA between two businesses because a worker signs it and cannot be gagged about unlawful conduct. In Vermont, 21 V.S.A. Section 495h bars an employer from requiring a worker, as a condition of employment, to sign an agreement restricting reports of sexual harassment; any such provision is void. It also requires that an agreement settling a sexual harassment claim state the worker may lodge a complaint with the Attorney General, the Human Rights Commission, the EEOC, or another agency. DocDraft drafts a Vermont employee or severance NDA from your facts, with the mandatory carve-out language built in, and attorney review is available before anyone signs.

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Key Things to Know

  1. 1

    Vermont's 21 V.S.A. 495h bars condition-of-employment gags on sexual harassment. An onboarding agreement cannot stop a worker from opposing, disclosing, reporting, or participating in an investigation of sexual harassment, and any such provision is void.

  2. 2

    Vermont mandates express carve-out language in settlements. An agreement settling a sexual harassment claim must expressly state that it does not restrict the worker from lodging a complaint with an agency.

  3. 3

    The required language names specific agencies. The carve-out must cover complaints to the Attorney General, a State's Attorney, the Human Rights Commission, the Equal Employment Opportunity Commission, or any other state or federal agency.

  4. 4

    The scope is sexual harassment. Vermont's restriction centers on sexual harassment rather than the full range of unlawful workplace conduct.

  5. 5

    Both onboarding and severance agreements are covered. The condition-of-employment ban and the settlement carve-out requirement each apply under section 495h.

  6. 6

    Trade secrets stay protectable. Vermont law still lets an NDA protect client lists, pricing, processes, and other genuine confidential business information.

  7. 7

    The federal floor applies on top. The Speak Out Act and the non-waivable right to report to the EEOC, the NLRB, and the SEC still limit any Vermont NDA.

Key decisions before you file

Before you file a Employee and Severance NDA in Vermont, 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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VERMONT 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 Vermont 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. 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 (21 V.S.A. SECTION 495h) Consistent with 21 V.S.A. section 495h, nothing in this Agreement prohibits, prevents, or otherwise restricts Employee from opposing, disclosing, reporting, or participating in an investigation of sexual harassment. Any provision that purports to do so as a condition of employment is void and unenforceable. Nothing in this Agreement limits Employee from: (a) reporting to, filing a charge with, or cooperating with any federal or state government agency, including the Vermont Attorney General, a State's Attorney, the Vermont Human Rights Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission; (b) discussing or disclosing conduct Employee reasonably believes to be unlawful; or (c) 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.

  5. SETTLEMENT AND SEPARATION (REQUIRED CARVE-OUT) If this Agreement settles or is part of an agreement to settle a sexual harassment claim, then as required by Vermont law it does not prohibit, prevent, or otherwise restrict Employee from lodging a complaint of sexual harassment committed by any person with the Attorney General, a State's Attorney, the Human Rights Commission, the Equal Employment Opportunity Commission, or any other state or federal agency, and does not restrict Employee from complying with a discovery request, testifying, or otherwise participating in a proceeding.

  6. 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.

  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 Vermont 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]

Vermont Requirements for Employee and Severance NDA

Vermont 21 V.S.A. Section 495h

Draft a Vermont employee or severance NDA under 21 V.S.A. 495h, with the express sexual-harassment carve-out the state requires in settlement agreements.

Frequently Asked Questions

A Vermont employee NDA is a contract in which a worker agrees to keep the employer's confidential information private, typically trade secrets, client and pricing data, internal processes, and other proprietary business information. It applies under Vermont law and cannot prevent the worker from reporting or discussing sexual harassment. The severance version of the same instrument is signed when the worker leaves.

An employee NDA is usually signed at hire to protect the company's confidential information. A severance NDA is signed at separation, generally inside a release agreement, in exchange for severance pay, and it often keeps the departure terms private. In Vermont both are governed by section 495h, and a severance or settlement agreement that resolves a sexual harassment claim must include the mandatory carve-out language.

It stops an employer from requiring a worker or applicant, as a condition of employment, to sign an agreement that prohibits, prevents, or otherwise restricts the person from opposing, disclosing, reporting, or participating in an investigation of sexual harassment. A provision that violates this rule is void and unenforceable, though the rest of a properly drafted NDA still stands.

An agreement that settles a sexual harassment claim must expressly state that it does not prohibit, prevent, or otherwise restrict the individual who made the claim from lodging a complaint of sexual harassment with the Attorney General, a State's Attorney, the Human Rights Commission, the Equal Employment Opportunity Commission, or any other state or federal agency. Without that statement, the settlement does not comply, so DocDraft includes it by default.

The mandatory language must confirm the worker may still lodge a sexual-harassment complaint with the Attorney General, a State's Attorney, the Human Rights Commission, the Equal Employment Opportunity Commission, or any other state or federal agency. Naming those specific bodies is part of what makes a Vermont sexual-harassment settlement compliant.

Section 495h centers on sexual harassment, so its express bans and required settlement language are tied to that conduct. It is narrower than the broad Silenced No More laws in states like Washington. Federal law separately protects a worker's right to report discrimination, retaliation, and other violations to agencies such as the EEOC and the NLRB, and those rights cannot be waived in any Vermont NDA.

Yes. Vermont's limit applies to restrictions on reporting sexual harassment, not to the protection of legitimate confidential information. A Vermont employee or severance NDA can still protect trade secrets, client and pricing data, and other genuine proprietary information, and it should include the federal Defend Trade Secrets Act immunity notice like any well-drafted NDA.

A provision that requires a worker, as a condition of employment, to give up the right to oppose, disclose, report, or participate in an investigation of sexual harassment is void and unenforceable under Vermont law. And a sexual-harassment settlement that omits the required carve-out language does not comply. The rest of a properly drafted agreement, including its trade-secret protections, generally remains in effect.