Employment NDA / confidentiality template (Uganda)
In brief
A precedent confidentiality undertaking by an employee, protecting the employer’s confidential information.
When to use this
When an employee will access trade secrets or confidential information.
When a bespoke document is needed instead: For broad non-compete restraints — those must be reasonable; take advice.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
CONFIDENTIALITY AGREEMENT
Date & parties
THIS CONFIDENTIALITY AGREEMENT is made on [DATE]
BETWEEN [EMPLOYER NAME], of [ADDRESS] (“the Employer”)
AND [EMPLOYEE FULL NAME], of [ADDRESS] (“the Employee”).
1. Confidential information
1.1 “Confidential Information” means all non-public information of the Employer disclosed to or accessed by the Employee, including trade secrets, client and supplier data, pricing, methods, software, and business plans, in any form.
2. The undertaking
2.1 The Employee shall: (a) keep Confidential Information strictly secret; (b) use it only for the Employer’s business and the Employee’s duties; (c) not disclose it to any third party without authority; and (d) protect it with reasonable care.
3. Exceptions
3.1 The undertaking does not apply to information that is or becomes public other than by the Employee’s breach, or that the Employee is required by law or a court to disclose (with notice to the Employer where lawful).
4. Return on leaving
4.1 On the end of employment, or on request, the Employee shall return or, at the Employer’s option, destroy all Confidential Information and copies.
5. Survival & remedies
5.1 These obligations continue after employment ends. 5.2 The Employee acknowledges that damages may be inadequate and that the Employer may seek an injunction as well as damages for breach.
6. General
6.1 This Agreement is governed by the laws of Uganda; it is read together with the contract of employment; any restraint is intended to be no wider than is reasonable to protect the Employer’s legitimate interests.
Execution
SIGNED by/for the Employer: ____________ Date: ________
SIGNED by the Employee: ____________ Date: ________ Witness: ____________
Drafting notes
- Define clearly
- Define the Confidential Information precisely; over-broad definitions are hard to enforce.
- Exceptions
- Include the standard exceptions (public information, legally required disclosure) so the clause is reasonable.
- Reasonableness
- Any restraint must be reasonable in scope and duration to be enforceable; keep it tied to legitimate interests.
- Survival & remedies
- State that confidentiality survives employment and that an injunction is available.
Execution requirements
- Both Parties sign, with a witness; an agreement above the statutory value threshold must be in writing.
- A reasonable confidentiality obligation is enforceable as a contract; the Employer may seek an injunction for breach.
- Read it with the contract of employment and keep a signed copy on file.
Governing law & citations
Governed by the Contracts Act, Cap. 284 (2023 Revision) and the Employment Act, Cap. 226.
- Contracts Act, Cap. 284 (2023 Revision) — s.9.