Non-Compete Nondisclosure Agreement Template

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Non-Compete Nondisclosure Agreement Template Powered By Docstoc
					This is an agreement that is entered into between a company and an employee that
restricts the employee’s ability to compete with the company and prohibits the
dissemination of confidential information. The first part of the agreement prohibits the
employee from disclosing any confidential information they learn during the course of
employment to third parties. The second part of the agreement forbids employees from
directly or indirectly competing with the company during the term of their employment
and for a certain period of time after the employment relationship has ended. This
document should be used by small businesses or other entities that want to limit the
exposure of their confidential information as well as limiting competition from
employees.
                  NON-COMPETE & NON-DISCLOSURE AGREEMENT

THIS NON-COMPETE & NON-DISCLOSURE AGREEMENT (the “Agreement”) effective as
of this ________________ day of ______________________, 20__________, governs the
disclosure of information by and between ____________________________ (the “Company”)
and _______________________ (the “Recipient”).

1. Confidential Information

“Confidential Information” shall mean any information provided by the Company in writing, or
communicated orally, electronically, or in any other form, to the Recipient, including but not
limited to patent(s) and patent applications, trade secrets, business plans, designs, copyrighted
work, proprietary information, ideas, discoveries, techniques, sketches, drawings, works of
authorship, models, inventions, creations, improvements, developments know-how, processes,
apparatuses, equipment, systems, components, technologies, algorithms, formulae, software
programs, software source documents, products and services, customer lists, suppliers, investors,
employees, licensors, licensees, affiliates, partners, business forecasts, sales and merchandising,
training methods and materials and marketing plans.

2. Exceptions to Confidential Information

Confidential Information shall not include the following:

(a) Information which was freely available in the public domain at the time it was communicated
to the Recipient by the Company;

(b) Information which subsequently came to the public domain through no fault of the Recipient;

(c) Information which is in the Recipient's possession free of any obligation of confidence at the
time it was communicated to the Recipient by the Company;

(d) Information independently developed by the Recipient or its representatives without reference
to any information communicated to the Recipient by the Company;

(e) Information provided by Recipient in response to a valid order by a court or other
governmental body, as otherwise required by law; or

(f) Information approved for release by written authorization of an officer or representative of the
Company;

3. Use of Confidential Information

Recipient hereby agrees: (i) to hold the Confidential Information in strict confidence and to take
all reasonable steps and precautions to protect such Confidential Information (including, without
limitation, all precautions the Recipient employs with respect to its own confidential information),
(ii) not to disclose any such Confidential Information or any information derived there from to



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any third person or entity, (iii) not to make any use of such Confidential Information except to
evaluate internally its relationship with the Company, and (iv) not to copy or reverse engineer any
such Confidential Information.

4. Permitted Disclosures

Recipient shall disclose the Confidential Information received under this Agreement to any
person within its organization only if such persons (i) have a need to know and (ii) are bound in
writing to protect the confidentiality of such Confidential Information. This Section shall survive
and continue after any expiration or termination of this Agreement and shall bind Recipient, its
employees, agents, representatives, successors, heirs and assigns

5. Ownership

Recipient recognizes that all work products and any tangible information including but not limited
to plans, photographs, records, data, notes, reports and other documents prepared by Recipient by
using the Confidential Information of the Company, including all copies thereof, are and shall be
the sole property of the Company. This Agreement shall not be construed in a manner in which
the Recipient will acquire by implication or otherwise any right in or title to or license in respect
of the Confidential Information disclosed to it by the Company. Upon receipt of any request by
the Company Recipient agrees to immediately deliver all such materials prepared by Recipient to
the Company.

6. Term

This Agreement shall terminate _______________ year(s) from the date above written. However,
the Recipient's obligations under this Agreement shall survive the termination of this Agreement
and shall be binding for a period of _______________ years.

7. Return of Confidential Information

All Confidential Information provided by the Company under this Agreement shall remain the
sole and exclusive property of the Company. Recipient agrees to return and destroy all
Confidential Information to the Company within fifteen (15) days of written demand by the
Company.

8. Noncompetition

Recipient acknowledges and agrees with the Company that the services provided under this
Agreement to the Company are unique in nature and that the Company would be irreparably
damaged if Recipient were to provide similar services to any person or entity competing with the
Company or engaged in any similar business. Recipient hereby agrees with the Company that for
the term of this Agreement and for a period of _________________ years after termination (the
“Noncompetition Period”), Recipient shall not, directly or indirectly, either for itself or for any
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DOCUMENT INFO
Description: This is an agreement that is entered into between a company and an employee that restricts the employee’s ability to compete with the company and prohibits the dissemination of confidential information. The first part of the agreement prohibits the employee from disclosing any confidential information they learn during the course of employment to third parties. The second part of the agreement forbids employees from directly or indirectly competing with the company during the term of their employment and for a certain period of time after the employment relationship has ended. This document should be used by small businesses or other entities that want to limit the exposure of their confidential information as well as limiting competition from employees.