This template is provided for educational purposes only and does not constitute legal advice. Employment and contractor agreements in Australia are subject to the Fair Work Act 2009, the Privacy Act 1988, and common law obligations. Always have agreements reviewed by a qualified Australian employment or commercial lawyer before execution. Restraint of trade and IP assignment clauses must be carefully drafted to be enforceable in your specific jurisdiction.
Every person who works in your business — employee or contractor — has access to your intellectual property. Without a written agreement, the ownership of what they create, the confidentiality of what they access, and your ability to prevent them from using it after they leave is legally uncertain. This template provides the framework for two linked agreements: a Non-Disclosure Agreement for use before sharing confidential information, and the IP protection clauses appropriate for employment and contractor engagements.
The most common IP loss event in an SME is not a competitor stealing your idea. It is a departing employee or contractor taking know-how, client relationships, and business-critical information because no agreement exists that prevents them from doing so.
Part A: Mutual Non-Disclosure Agreement
Use this agreement before sharing confidential business information with any third party — potential partners, investors, contractors, or advisers — who has not yet signed an employment or services agreement.
Parties
This Non-Disclosure Agreement is entered into between [Party A — full legal name, ABN] (First Party) and [Party B — full legal name, ABN] (Second Party), collectively the Parties, effective [date].
Purpose
The Parties wish to explore a potential [business relationship / partnership / transaction / engagement] (the Purpose) and in doing so may disclose confidential information to each other.
Definition of Confidential Information
Confidential Information means any information disclosed by one Party to the other, whether in writing, verbally, or by any other means, that: (a) is designated as confidential at the time of disclosure; or (b) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to: business strategies, financial information, customer and supplier data, operational processes and systems, technology, pricing, and intellectual property.
Obligations
Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) use it only for the Purpose; (c) not disclose it to any third party without prior written consent; (d) protect it using at least the same standard of care it uses for its own confidential information, and in any case no less than reasonable care.
Term
This Agreement commences on the date above and the confidentiality obligations continue for [2 / 3 / 5] years from the date of disclosure of each item of Confidential Information, regardless of whether the Purpose proceeds.
Exclusions
The obligations in this Agreement do not apply to information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving Party; (c) was independently developed by the receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving Party gives prompt written notice to the disclosing Party.
Part B: Employment Agreement — IP and Confidentiality Clauses
These clauses should be incorporated into every employment agreement. They are not a substitute for a full employment agreement, which must address remuneration, leave entitlements, and other Fair Work Act requirements.
Clause 1: IP Assignment
The Employee agrees that all intellectual property created, developed, or contributed to by the Employee in the course of their employment, whether during work hours or outside work hours using Company resources or in connection with the Company's business, belongs exclusively to the Company from the moment of creation. The Employee hereby assigns to the Company all present and future IP rights in all such work, and agrees to execute any further documents required to give effect to this assignment. This clause applies to all forms of IP including copyright, trade marks, patents, designs, circuit layouts, trade secrets, and know-how.
Clause 2: Confidentiality During Employment
The Employee agrees to hold all Confidential Information of the Company in strict confidence during and after employment and not to use, disclose, or allow access to it except as required in the proper performance of their duties. Confidential Information includes: client and customer information, pricing and financial data, business strategies and plans, operational systems and processes, supplier arrangements, and any other information the Company reasonably designates as confidential.
Clause 3: Post-Employment Obligations
Following cessation of employment for any reason, the Employee agrees to: (a) return all Confidential Information and Company property immediately; (b) not retain any copies in any form; (c) not solicit Company clients or employees for a period of [6 / 12] months within [the defined geographic area]; and (d) not use Confidential Information for personal benefit or the benefit of a third party at any time.
Part C: Contractor IP Assignment Clause
Unlike employees, contractors typically own the copyright in work they create unless a written agreement assigns it. This clause must be included in every contractor services agreement.
IP Ownership and Assignment (Contractor)
The Contractor acknowledges that all intellectual property rights in any work, materials, systems, software, designs, content, or deliverables created by the Contractor in connection with the Services (Contractor IP) vest in the Client from the moment of creation, and the Contractor hereby assigns all such rights to the Client absolutely. To the extent any Contractor IP cannot be assigned as a matter of law, the Contractor grants the Client an irrevocable, worldwide, royalty-free licence to use that IP without restriction. The Contractor waives all moral rights in Contractor IP to the extent permitted by law.
Before you use these templates: Have a qualified Australian employment lawyer review any agreement before execution. Ensure IP assignment clauses are matched by adequate consideration. Restraint clauses must be reasonable in scope and duration to be enforceable — what is enforceable varies by jurisdiction, role seniority, and specific circumstances. These templates are a starting point, not a finished legal document.