An employee non-disclosure agreement is a fairly standard form for businesses that deal with confidential information or have regular competitors in their industry. This agreement will keep an employee's vital knowledge of company information private and confidential. In addition to stating that the new employee will keep confidential information confidential, it also states specific penalties for breach of that agreement. This document should be used by employers who want their employees to keep certain company information confidential.
Non-Disclosure Agreement for an Employee An employee non-disclosure agreement is a fairly standard form for businesses that deal with confidential information or have regular competitors in their industry. This agreement will keep an employee's vital knowledge of company information private and confidential. In addition to stating that the new employee will keep confidential information confidential, it also states specific penalties for breach of that agreement. This document should be used by employers who want their employees to keep certain company information confidential. EMPLOYEE NON-DISCLOSURE AGREEMENT This Agreement made on this [day] of [month] of [year] Between Company and Employee (hereinafter the “Agreement”) BETWEEN: [Company name/address] (hereinafter the "Company"), AND: [Employee name/address] (hereinafter the "Employee"), FOR GOOD CONSIDERATION, and in consideration of employment with Company, Employee hereby agrees to and acknowledges the following terms and conditions. ARTICLE I CONFIDENTIAL INFORMATION 1.1 Employee hereby acknowledges that in the course of their mutual business relationship Company may make certain information available to Employee, including all business data such as pricing data, customer databases, customer lists, marketing information, technical or design information, performance and production standards, trade secrets, copyrighted materials, patents and inventions and any and all other confidential information (hereinafter the “Confidential Information”). 1.2 This Confidential Information is acknowledged by Employee to have inherent value, both economic and otherwise, and that disclosure thereof could result in economic losses to Company or economic gains to others who could potentially profit by disclosure. 1.3 The Employee hereby agrees to hold confidential and make reasonable efforts to maintain secrecy and confidentiality of all Confidential Information that may pass to Employee from Company during the period governed by this Agreement. Employee shall additionally make no disclosure of the terms of this Agreement or of the Agreement itself. 1.4 Employee is prohibited from making copies or duplicates of any Confidential Information, except as essential for the fulfillment of Employee’s duties to Company. Employee is prohibited from removing any Confidential Information, related documents or proprietary property or information without the written authorization of Company. If requested by Company, Employee will immediately return all Confidential Information, related documents and proprietary property or information. 1.5 If it should be necessary for Employee to disclose Confidential Information to third parties in the course of its business relationship with Company, the third parties must be properly instructed that the disclosed information is confidential in nature, and that all proper steps to insure confidentiality by all parties is taken. 1.6 Employee further agrees, after the termination of this Agreement, not to make use of any Confidential Information to solicit current or future Customers of Company. ARTICLE II © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 PROPRIETARY INFORMATION 2.1 For the purpose of this Agreement “Proprietary Information” includes, but is not limited to, any data, information, written records, including documents, drawings, records, digital materials such as software, computer programs, firmware, marketing materials such as logos, promotional systems or ideas, advertising, customer lists, pricing information, and trade secrets such as formulas, production methods, products, test, concepts, as well as the internal finances, business practices, research, marketing, planned research development, and organization of the Company or its affiliates. 2.2 All Proprietary Information, made, discussed, written, learned, secured or obtained by the Employee during their work for the Company shall remain the exclusive and sole property of the Company. The Employee therefore waives all interest, title and right of every type and of all kind whatsoever to any Proprietary Information learned or otherwise obtained by the Employee during the term of the business relations. 2.3 Employee agrees to comply with all reasonable rules established by Company for the protection of Proprietary Information. Furthermore, if Employee refuses to perform these acts, Employee irrevocably assigns the President and Vice President(s) of the Company to act as agents of the Employee for all necessary acts to maintain or obtain relevant copyrights, patents, and related rights to any Proprietary Information assigned by Employee to Company under this Agreement. The grant of the foregoing assignment shall survive the disability or death of the Employee. 2.4 Employee fully agrees to promptly disclose to Company, all Proprietary Information created, conceived or reduced to practice in writing during the term of this Agreement. (In addition, Employee agrees to disclose to Company all patent copyright or similar right filed by the Employee one year after the termination of this Agreement if it can be reasonably presumed that such a filing was related to Proprietary Information created by the Employee during their businesses relationship with Company under the terms of this Agreement.) [Instruction: If applicable] 2.5 The Employee exercises no rights or privileges with respect to the Proprietary Information either owned by or assigned to Company. This Agreement shall not be construed to preclude Company from acting as exclusive and sole owner of all Proprietary Information either owned by or assigned to Company under this Agreement. The decision to exercise proprietary rights, or not to exercise proprietary rights, or to release such information to the public for public use shall be at the sole discretion of Company. 2.6 The term “Proprietary Information” shall not be deemed to include information which (i) is now, or hereafter becomes, through no act or failure to act on the part of the Employee, generally known or available information; (ii) is known by the Employee at the time of receiving such information as evidenced by its records; (iii) is hereafter furnished to the Employee by a third Party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the Employee without reference to the information disclosed hereunder, or (v) is the subject of a written permission to disclose provided by the Company. 2.7 Notwithstanding any other provision of the Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 A. is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof. B. is otherwise required by law, or, C. is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. 2.8 In the event that the Employee is requested in any proceedings before a court or any other governmental body to disclose Proprietary Information, it shall give the Company prompt notice of such request so that the Company may seek an appropriate protective order. If in the absence of a protective order, the Employee is nonetheless compelled to disclose Proprietary Information, the Employee may disclose such information without liability hereunder; provided, however, that the Employee gives the Company advance written notice of the information to be disclosed and upon the request and at the expense of the Company, uses its best efforts to obtain assurances that confidential treatment will be accorded to such information. ARTICLE III [OPTIONAL] PATENTS 3.1 Company will be responsible for all expenses with preparation and prosecution of patent applications in all necessary foreign countries and the United States. 3.2 This Agreement is not applicable to inventions or improvements relating to Company business made by Employee prior to commencement of this business relationship. ARTICLE IV [OPTIONAL] NON-FILING 4.1 Employee agrees specifically that the rights granted to Company under this Agreement shall include the right not to file for copyrights or patents, either domestic or foreign, when such is considered appropriate, under the sole discretion of Company, for Company’s business goals and objectives. ARTICLE V LENGTH OF AGREEMENT 5.1 This Agreement comes into effect retroactively to the beginning of Employee’s employment with Company and ends upon the termination of Employee’s employment with Company including any partnering or consulting relationship for the time period as set forth below. This Agreement is effective for a period of ______ years past the date of Employee’s termination so long as it is necessary to protect the confidentiality and intellectual property of Company. ARTICLE VI © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 AMENDMENT 6.1 Amendment, modification or any change to this Agreement is prohibited without the express written consent of both Parties. ARTICLE VII BREACH/DISPUTE RESOLUTION 7.1 Each Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Employee, including, without limitation, the actual or threatened disclosure of Company’s Proprietary Information without the prior express written consent of the Company, the Company will suffer an irreparable injury such that no remedy at law will afford it adequate protection against or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that in addition to any other damages the Company shall be entitled to specific performance of Employee’s obligations under this Agreement as well as such further injunctive relief as may be granted. 7.2 Any other dispute or claim related to or arising from this Agreement, its performance, breach, interpretation, validity or enforceability, shall be exclusively resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing AAA Commercial Arbitration Rules. 7.3 The arbitrator shall be selected using AAA procedures. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The arbitrator may award attorney’s fees or punitive, incidental, consequential, treble or other multiple or exemplary damages. 7.4 Awards shall be final, binding and non-appealable. All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection. ARTICLE VIII ASSIGNMENT PROHIBITED 8.1 Both the Company and Employee are expressly prohibited from assigning this Agreement or any rights or interest flowing from this Agreement. Assignment will only occur with the express written consent of both parties. ARTICLE IX GOVERNING LAW AND CONSENT TO JURISDICTION © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 9.1 Both Parties agree that this Agreement will be interpreted and enforced under the laws of the State of [Insert Name of State], without regard to conflict of laws provisions. The parties voluntarily consent to the jurisdiction of all courts in the State of [Insert Name of State]. IN WITNESS WHEREOF, the parties hereto execute this Agreement on this [day] of [month] of [year]: [COMPANY] [EMPLOYEE] Authorized Signature Authorized Signature Name and Title Name and Title © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6
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