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EMPLOYEE NON DISCLOSURE Agreement

The sole purpose of the Employee Nondisclosure Agreement is to make clear to an employee that he or she may not disclose your trade secrets without permission. Lawyers recommend that employers use such agreements prior to an employee starting work. If the agreement is with a current employee, we recommend that you give the employee something of value over and above normal salary and benefits.

If you wish, you can include the language of this agreement in an all-encompassing employment agreement covering such additional issues as salary and duties. You may also want to require that if the employee creates anything on the job, it belongs to your company. If you want to include provisions you can add to this agreement to acquire ownership of any trade secrets developed by the employee, click here.

You can copy and paste this agreement into your word processing program and use it for personal or business use. Your rights to use the agreement are limited by our terms and conditions. This agreement allows you to choose alternative provisions. Be sure to eliminate those provisions you do not need. Consult an attorney if you need professional assurance that the information is appropriate to your situation. In general, a business attorney or intellectual property attorney can best guide you regarding NDAs.

NDA lightbulbState laws may prohibit employees from stealing trade secrets even in the absence of nondisclosure agreements. State laws prohibit employees from improper disclosure of your trade secrets even without using an NDA. We advise you to use an NDA because it's possible to obtain additional benefits when suing over a broken contract including increased damages, payment of attorney fees and a guarantee as to where or how the dispute will be resolved.

EMPLOYEE Nondisclosure Agreement

This agreement (the "Agreement") is entered into by ________________ ("Company") and ________________ ("Employee").

[Alternative 1]

In consideration of the commencement of Employee's employment with Company and the compensation that will be paid, Employee and Company agree as follows:

[Alternative 2]

In consideration of Employee's continued employment with Company and also in consideration of:

[Choose one]

[   ] the amount of $

[   ] options to purchase  shares of Company's stock

[   ] ________________

the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1.   Company's Trade Secrets

In the performance of Employee's job duties with Company, Employee will be exposed to Company's Confidential Information. "Confidential Information" means information or material that is commercially valuable to Company and not generally known or readily ascertainable in the industry. This includes, but is not limited to:

(a)  technical information concerning Company's products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;

(b)  information concerning Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;

(c)  information concerning Company's employees, including salaries, strengths, weaknesses and skills;

(d)  information submitted by Company's customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation or use; and

(e)  any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company's business.

2. Nondisclosure of Trade Secrets

Employee shall keep Company's Confidential Information, whether or not prepared or developed by Employee, in the strictest confidence. Employee will not disclose such information to anyone outside Company without Company's prior written consent. Nor will Employee make use of any Confidential Information for Employee's own purposes or the benefit of anyone other than Company.

However, Employee shall have no obligation to treat as confidential any information which:

(a)  was in Employee's possession or known to Employee, without an obligation to keep it confidential, before such information was disclosed to Employee by Company;

(b)  is or becomes public knowledge through a source other than Employee and through no fault of Employee; or

(c)  is or becomes lawfully available to Employee from a source other than Company.

3.   Confidential Information of Others

Employee will not disclose to Company, use in Company's business, or cause Company to use, any trade secret of others.

4.   Return of Materials

When Employee's employment with Company ends, for whatever reason, Employee will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. Employee will also return to Company all equipment, files, software programs and other personal property belonging to Company.

5.   Confidentiality Obligation Survives Employment

Employee's obligation to maintain the confidentiality and security of Confidential Information remains even after Employee's employment with Company ends and continues for so long as such Confidential Information remains a trade secret.

6.   General Provisions

(a)  Relationships: Nothing contained in this Agreement shall be deemed to make Employee a partner or joint venturer of Company for any purpose.

(b)  Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of Company and Employee.

(c)  Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both Company and Employee.

(d)  Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e)  Injunctive Relief: Any misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore Employee agrees that Company shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Company deems appropriate. This right is to be in addition to the remedies otherwise available to Company.

(f)   Indemnity: Employee agrees to indemnify Company against any and all losses, damages, claims or expenses incurred or suffered by Company as a result of Employee's breach of this Agreement.

(g)  Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(h)  Governing Law. This Agreement shall be governed in accordance with the laws of the State of ________________.

(i)   Jurisdiction. Employee consents to the exclusive jurisdiction and venue of the federal and state courts located in ________________ in any action arising out of or relating to this Agreement. Employee waives any other venue to which Employee might be entitled by domicile or otherwise.

(j)   Successors & Assigns. This Agreement shall bind each party's heirs, successors and assigns. Company may assign this Agreement to any party at any time. Employee shall not assign any of his or her rights or obligations under this Agreement without Company's prior written consent. Any assignment or transfer in violation of this section shall be void.

7.   Signatures

Employee has carefully read all of this Agreement and agrees that all of the restrictions set forth are fair and reasonably required to protect Company's interests. Employee has received a copy of this Agreement as signed by the parties.

Employee:

 

_____________________________________________ (Signature)

_____________________ (Typed or Printed Name)

Date: _____________________

 

Company:

 

_____________________________________________ (Signature)

_____________________ (Typed or Printed Name)

Date: _____________________

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