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Non-Disclosure Policy
Non-Disclosure Policy
Company Name
Effective Date
Policy Owner
Approved By
Classification Levels
1. Purpose & Scope
(a)This policy establishes the Organization's requirements for the protection, handling, and non-disclosure of confidential and proprietary information by all employees, contractors, and third parties who have access to such information.
(b)Confidential information includes all non-public information related to the Organization's business operations, finances, technology, clients, employees, and strategic plans, regardless of the form in which it is stored or communicated.
2. Information Classification & Handling
(a)The Organization shall classify all information into four categories, Public, Internal, Confidential, and Restricted, each with defined handling, storage, transmission, and disposal requirements.
(b)Employees shall handle confidential information on a strict need-to-know basis and shall not share, copy, or transmit such information to any unauthorised individual, whether inside or outside the Organization, without prior written authorisation.
(c)Confidential documents and data shall be disposed of securely when no longer required, using approved methods such as cross-cut shredding for physical documents and certified data wiping for electronic media.
3. Non-disclosure Obligations
(a)All employees shall sign a non-disclosure agreement as a condition of employment. The NDA shall remain in effect throughout the duration of employment and for a period of not less than 24 months following the termination of employment.
(b)Employees shall not use confidential information for personal gain, to benefit a third party, or for any purpose other than the legitimate business purposes of the Organization. Misuse of confidential information shall constitute grounds for immediate termination.
(c)Upon termination of employment, the employee shall immediately return all confidential information in their possession, including physical documents, electronic files, copies, and notes, and shall certify in writing that no confidential information has been retained.
4. Exceptions & Permitted Disclosures
(a)Disclosure of confidential information is permitted where required by law, court order, or regulatory authority, provided the employee notifies the Legal department immediately and discloses only the minimum information legally required.
(b)Confidential information may be shared with authorised third parties, such as auditors, legal advisors, or strategic partners, only with prior written approval from the information owner and subject to a binding non-disclosure agreement.
5. Enforcement & Policy Review
(a)Violations of this policy, including unauthorised disclosure, negligent handling, or misuse of confidential information, shall result in disciplinary action up to and including termination of employment and legal proceedings.
(b)This policy shall be reviewed at least annually by the HR department, Legal Counsel, and the Information Security team. Employees shall receive annual training on their confidentiality obligations and information handling responsibilities.
The guide
Everything you need to know about the Non-Disclosure policy
What Is a Non-Disclosure Policy?
A non-disclosure policy defines how employees must handle confidential company and client information during and after employment. It identifies what counts as confidential, from source code and financials to customer lists and product roadmaps, and prohibits disclosure or misuse. Backed by signed NDAs, it establishes that protecting proprietary information is a condition of employment and sets expectations for handling sensitive data day to day.
Why Companies Need a Non-Disclosure Policy
Confidential information is often a company's most valuable asset, and a single leak can cost contracts, competitive edge, or legal standing. A non-disclosure policy creates a clear, enforceable obligation of secrecy and a documented basis to act if information is misused. It signals to clients and partners that their data is protected and gives HR a consistent framework for onboarding, access, and offboarding.
What a Non-Disclosure Policy Should Include
Define confidential information clearly and list common examples and exclusions, such as public knowledge. State permitted and prohibited uses, the duration of obligations after employment ends, and return-or-destroy requirements for materials at exit. Cover third-party and client confidential data, consequences of breach, and any carve-outs for legally compelled disclosure. Require signed acknowledgment and reference applicable trade-secret laws.
Confidentiality obligations commonly survive the end of employment, often indefinitely for trade secrets and for a defined number of years for other confidential information. Your policy should state the duration clearly. Trade-secret protection can last as long as the information remains secret and valuable.
An NDA is a standalone agreement focused entirely on confidentiality, often used with contractors or partners. A confidentiality clause is a section within a broader employment contract. Both create the same core obligation, but a standalone NDA is easier to use with parties who are not employees.
NDAs cannot cover information that is already public, independently developed, or lawfully obtained elsewhere. They also cannot prevent legally protected disclosures, such as whistleblowing or responding to a lawful court order. Draft exclusions carefully so the agreement stays enforceable.
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