Madhu.T.K
Industrial Relations And Labour Laws
Stephen_7
Senior Officer - Hr
Loginmiraclelogistics
Asso.prof.(commerce & Management) Pg
+1 Other

Dear Friends ,
I am looking for clauses to be mentioned in Non Disclosure Agreement for Employees.
It should mainly cover the clause to penalize the employee if he / she uses the company details for his own benefit during or after employment.
Lots of employees leave the company and either start their own business or join a similar company and use the details collected and generated for the old company. Sometimes even during the employment share the data for personal benefits to competition for monetary benefits.
Any legal advice is welcome.
Thanks
No such contract or NDA, being against the public policy is permissible. The Delhi high court has held that an agreement with an employee not to undertake employment for 12 months after leaving the job will be violative of Indian contracts act, 1872.
It has also been held that it is well settled that such post termination restraints under the Indian law is voilative of section 27 of the contracts act.
In another case, the Delhi high court has held that the rights of an employee to seek and search better employment are not to be curbed by the court through injunction orders, even on the ground that he has got confidential data of the employer.
Dear Stephen,
We are not looking for clause wherein we are not allowing the employee to work in same type of organisation after separation
What we want is to secure our clients which have been given or generated while being in employment. Its general practice to leave the organisation and then call the same set of clients where the employee has been working on. Specially in Sales profile .
There is lots of money and company resources being spent to generate inquiries and get any customer on board. How can that be allowed to slip away just because the employee working on it has left and joined a similar trade.
Non-Disclosure , Non Competent & Non-Solicitation Agreement
Its a direct loss to company. Please share if there are any rulings on this
I would appreciate your efforts.
Thanks
Stephen was talking about negative covenant clause in their service agreement restricting the employee from joining another organisation of similar nature/ business. Though such post termination restraint agreements are void, confidentiality and non-disclosure agreements are valid and effective when it is exercised during the time when the employee is in service. Therefore, the verdicts in the case of Sandhya Organic Chemicals v. United Phosphorous, Ambiance Indaia pvt Ltd vs Naveen Jain or Supreme Court verdict following section 27 of Contract Act in Superintendence Co. of India v. KrishunMurgai. (AIR 1980 SC 1717) are meant to stop the practice of employers preventing employees from joining competitors and not during the time the employee is with the organisation.

In a Non Disclosure Agreement, you can incorporate such clauses that will ensure confidentiality in all operations. The agreement shall also contain a clause that the data collected shall be a property of the employer and the employee should transfer the entire data in any form including the knowledge to another person while he leaves the company or the department due to any reason including transfer or resignation. With this the employer will be able to collect all sources from the employee while he is leaving in hard form though he cannot take out the brain and drain the knowledge out.

Madhu.T.K
The remarks of learned members have to be borne in mind. However, for the sake of record the attached general clause could be made use of with suitable modifications for your purpose.

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