Confidentiality Reminder Template
How it works
A confidentiality reminder is an internal notice sent to employees or contractors reminding them of their ongoing obligations to protect confidential information, trade secrets, and proprietary data. The Confidentiality Reminder Template generates periodic reminder notices for use in HR communications.
**Why reminders matter** Even with NDAs in place, employees may become casual about confidentiality over time or may not fully understand what constitutes confidential information. Regular reminders: reinforce the importance of data protection; document that employees were aware of their obligations (useful if a trade secret misappropriation dispute arises); remind departing employees of post-employment confidentiality obligations; reduce inadvertent disclosures through negligence.
**Defend Trade Secrets Act (DTSA)** Under the DTSA (18 U.S.C. § 1836), employers who include immunity notices in confidentiality agreements can recover exemplary (double) damages and attorney's fees in whistleblower-related trade secret misappropriation cases. The DTSA requires employers to give employees written notice of whistleblower immunity in any NDA or confidentiality policy — confidentiality reminders are an opportunity to include this notice.
**What to include** Reminder of specific categories of confidential information (customer lists, pricing, source code, financial data, product roadmaps); prohibition on sharing with unauthorized parties; prohibition on using for personal benefit; reminder of return-on-departure obligations (all devices, documents, copies); contact information for confidentiality questions; acknowledgment that employee has read and understands.
**Departure procedures** Sending a confidentiality reminder at time of departure notice — documenting that the departing employee was reminded of ongoing obligations — strengthens a trade secret claim if misappropriation occurs post-departure.
This tool generates a template. For trade secret protection strategy, consult a licensed IP attorney.
Frequently Asked Questions
- Regular reminders reinforce that employees understand their ongoing confidentiality obligations — reducing inadvertent disclosures through carelessness rather than bad faith. They also establish that the company actively enforces its confidentiality policies, which strengthens claims in trade secret litigation (courts look at whether the company took reasonable measures to protect the information). Reminders are especially important before employees attend conferences, give media interviews, or take positions with competitors.
- Trade secrets are business information that: (1) derives economic value from not being generally known, and (2) is subject to reasonable measures to maintain secrecy. Examples: customer lists with contact details and purchase history, proprietary formulas and recipes, software source code, manufacturing processes, pricing strategies, supplier lists and terms, and business plans. The information doesn't need to be novel or patentable — just valuable and secret. Telling employees what constitutes confidential information helps them protect it.
- NDAs specify a term, but trade secret protection doesn't automatically expire — it lasts as long as the information remains valuable and secret. A departing employee's obligation to protect trade secrets continues indefinitely under the Defend Trade Secrets Act and state laws, regardless of whether they signed an NDA. General confidentiality obligations from employment contracts typically have a 1–3 year term. The confusion between NDA terms and trade secret law terms makes a confidentiality reminder at departure especially important.
- Scope of confidential information (be specific — give examples), permitted and prohibited uses, handling requirements (no personal devices, no public cloud uploads, no discussion in public places), social media policies (what can't be posted about clients, projects, or company matters), departure obligations (return all information, delete from personal devices), and consequences of breach (termination, legal action). Annual reminders are best practice; project-specific reminders when sensitive work begins are also valuable.