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Most confidentiality breaches happen because people do not understand what is confidential or how to protect it. This document fixes that — combining a readable policy with a legally robust integrated NDA.
Policy covers: what is (and is not) confidential information, positive obligations and prohibited activities, handling third-party information, confidentiality in the digital environment (including AI tools), breach reporting, and post-employment obligations. The integrated NDA covers 12 clauses including definitions, confidentiality obligations, standard of care, exceptions, return of information, duration, remedies, and whistleblowing carve-out. Trade secret protection jurisdiction flags for IE, UK, US, CA, and AU.
FAQS
Q Why does a startup need both a confidentiality policy and an NDA?
The policy sets out what is confidential, how to protect it, and what happens if it is breached — in accessible, readable language. The NDA is the legally binding contract that makes the policy enforceable. Having the policy without the NDA leaves obligations unenforceable in contract; having the NDA without the policy means people sign something they have not fully understood. This document combines both into one integrated instrument — the NDA incorporates the policy by reference.
Q Does the policy cover AI tools specifically?
Yes. A dedicated section on the digital environment prohibits entering Confidential Information into public AI tools — explaining that inputs may be used to train the model, cannot be recalled, and could be exposed to other users. It requires any AI tool used with Company data to be specifically approved with appropriate data processing agreements in place.
Q What are the post-employment obligations?
The confidentiality obligation survives employment indefinitely for information received during the engagement. On departure, Covered Persons must return or delete all Confidential Information and confirm deletion in writing. They may not use Confidential Information in a new role or disclose it to a new employer. A jurisdiction flag covers the enforceability of these obligations post-employment in IE, UK, US, CA, and AU — including the important distinction between trade secrets (protectable at common law) and other confidential information (which may require an express post-employment covenant).
Q Does the NDA contain a whistleblowing carve-out?
Yes — and this is legally required in most jurisdictions. Clause 9 of the NDA explicitly preserves the right to make a protected disclosure under applicable whistleblowing legislation, report a breach of law to a regulatory authority, or exercise any statutory right that cannot be excluded by agreement. Attempting to use an NDA to suppress a protected disclosure is not only unenforceable but may itself constitute a breach of whistleblower protection legislation.
Most confidentiality breaches happen because people do not understand what is confidential or how to protect it. This document fixes that — combining a readable policy with a legally robust integrated NDA.
Policy covers: what is (and is not) confidential information, positive obligations and prohibited activities, handling third-party information, confidentiality in the digital environment (including AI tools), breach reporting, and post-employment obligations. The integrated NDA covers 12 clauses including definitions, confidentiality obligations, standard of care, exceptions, return of information, duration, remedies, and whistleblowing carve-out. Trade secret protection jurisdiction flags for IE, UK, US, CA, and AU.
FAQS
Q Why does a startup need both a confidentiality policy and an NDA?
The policy sets out what is confidential, how to protect it, and what happens if it is breached — in accessible, readable language. The NDA is the legally binding contract that makes the policy enforceable. Having the policy without the NDA leaves obligations unenforceable in contract; having the NDA without the policy means people sign something they have not fully understood. This document combines both into one integrated instrument — the NDA incorporates the policy by reference.
Q Does the policy cover AI tools specifically?
Yes. A dedicated section on the digital environment prohibits entering Confidential Information into public AI tools — explaining that inputs may be used to train the model, cannot be recalled, and could be exposed to other users. It requires any AI tool used with Company data to be specifically approved with appropriate data processing agreements in place.
Q What are the post-employment obligations?
The confidentiality obligation survives employment indefinitely for information received during the engagement. On departure, Covered Persons must return or delete all Confidential Information and confirm deletion in writing. They may not use Confidential Information in a new role or disclose it to a new employer. A jurisdiction flag covers the enforceability of these obligations post-employment in IE, UK, US, CA, and AU — including the important distinction between trade secrets (protectable at common law) and other confidential information (which may require an express post-employment covenant).
Q Does the NDA contain a whistleblowing carve-out?
Yes — and this is legally required in most jurisdictions. Clause 9 of the NDA explicitly preserves the right to make a protected disclosure under applicable whistleblowing legislation, report a breach of law to a regulatory authority, or exercise any statutory right that cannot be excluded by agreement. Attempting to use an NDA to suppress a protected disclosure is not only unenforceable but may itself constitute a breach of whistleblower protection legislation.
