USA Employee Noncompetition, Confidentiality & Nondisclosure Agreement

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USA Employee Noncompetition, Confidentiality & Nondisclosure Agreement Powered By Docstoc
					                          NON-COMPETITION AND CONFIDENTIALITY
                            AND NON-DISCLOSURE AGREEMENT

IN CONSIDERATION of EMPLOYER employing EMPLOYEE as _____________________, EMPLOYEE
hereby covenants and agrees as follows:

1.      Definitions
"Affiliate" means:

(a)     with respect to a corporation, any other corporation
        (i)     of which the first corporation is a Subsidiary; or
        (ii)    which is a Subsidiary of the first corporation; or
        (iii)   which is an Affiliate (as herein defined) of a corporation of which that first is also an
                Affiliate; and

(b)     with respect to an individual
        (i)     any corporation which would be that individual's subsidiary under this definition if the
                individual was a corporation;
        (ii)    an issuer of which the individual beneficially owns or controls, directly or indirectly,
                more than 10% of the Voting Securities;
        (iii)   any partner of the individual;
        (iv)    any trust or estate in which the individual has a substantial beneficial interest or in
                respect of which he serves as trustee or in a similar capacity; and
        (v)     that individual’s spouse or child, or any relative of that individual or of his spouse who
                has the same residence as that individual.

“Business” means _____________________________.

“Person” means an individual, partnership, corporation, joint venture, incorporated or unincorporated
organization or association, trust, trustee in bankruptcy, receiver, government or any department or
agency thereof and the heirs, executors, administrators or other legal representatives of an individual.

[NOTE: Employers should review this provision with legal counsel. The non-competition provisions may
not be enforceable if they are determined by a court as being too restrictive on an individual’s right to
earn a living.]
2.       EMPLOYEE hereby covenants and agrees with EMPLOYER that for a period of
______________________ from the date EMPLOYEE ceases to be an employee of EMPLOYER,
EMPLOYEE shall not without the prior express written consent of EMPLOYER, which may be withheld
or given in its sole, absolute and unfettered discretion (which need not be exercised reasonably), within
_____________________ (territory):

(a)     engage, be or become connected, directly or indirectly through share ownership or otherwise, in
        any business which directly or indirectly competes with any ____________________ services
        performed or supplied in the conduct of the business of EMPLOYER,

(b)     become interested, directly or indirectly, through share ownership or otherwise, in any person of
        any kind whatsoever (except as a shareholder of a corporation the shares of which are publicly
        traded and which the undersigned or any of his Affiliates do not own, in the aggregate, more
        than five (5%) percent of the shares of any class or securities convertible to shares) which is
        directly or indirectly engaged in a business which directly or indirectly competes with any
        ________________ services performed or supplied in the conduct of the business of EMPLOYER.

3.      EMPLOYEE acknowledges that sensitive and confidential information concerning the nature of
the Business, operations and activities of EMPLOYER have been and may be made available to him and
he hereby agrees that he shall, and he shall cause his Affiliates to, keep confidential any information,
document or knowledge, of any kind or nature whatsoever, related to the Business, management and
operations of EMPLOYER, including, without limitation, the contents of any and all agreements, books of
account, client lists, contracts, quotations, correspondence, documents, computer programs, computer
and electronic data and information storage media, books, records, files and tax returns (collectively
hereinafter referred to as “Information”) learned or acquired by EMPLOYEE while an employee of
EMPLOYER in respect of the Business, management and activities of EMPLOYER except and to the extent
only that:

(a)     such information is available to the public generally in the form disclosed, or

(b)     EMPLOYE
Description: Protect your sensitive business data by having your staff sign this Employee Non-competition, Confidentiality and Non-disclosure Agreement for US employers. - All new employees should sign the agreement prior to commencing employment. - The employee agrees to keep all proprietary information and data belonging to the employer confidential during and after the term of employment. - The employee covenants not to work for any business competing with the employer's business for a specified period of time after the termination of employment. This USA Employee Non-competition, Confidentiality & Non-disclosure Agreement is downloadable, fully editable, and can be used throughout the United States.
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