This is an agreement between a company and an employee that requires the employee
to keep confidential certain proprietary information that he or she learns during the
course of employment. Confidential information includes, but is not limited to, patents,
trade secrets, business plans, designs, copyrighted work, ideas, discoveries, and
models. This document should be used by small businesses or other entities that want
to limit the exposure of their confidential and proprietary information.
PROPRIETARY RIGHTS AND CONFIDENTIAL
This PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION
AGREEMENT (the “Agreement”) sets forth the understanding between
____________________________ (“You” or “Your”) and
______________________________________ (“Company”) concerning Your relationship as an
employee of Company and Your treatment of Company’s confidential and proprietary
Company has agreed to employ You with the understanding and expectation that You
agree to and will abide by the following terms and conditions:
1. Proprietary Information
Your employment with Company creates a relationship of confidence and trust with respect
to certain information of a confidential or proprietary nature that may be disclosed to You by
Company or learned by You in the course of fulfilling Your duties at Company, relating to: (a)
the business of Company or that of any of its subsidiaries, affiliates, customers, suppliers, or (b)
any confidential information third parties disclose to Company. Such confidential and
proprietary information includes, but is not limited to, information concerning business
strategies, products, inventions, patents, financial information and forecasts, personal
information and member-consumer lists. You understand that this information or work product
may be created by You, alone, or in collaboration with other employees. All such information or
work product shall be referred to herein collectively as “Proprietary Information.”
2. Confidentiality of Proprietary Information
At all times, both during Your employment with Company and after its termination, You
agree to keep all Proprietary Information in confidence and trust and to not use or disclose any
such Proprietary Information without the written consent of Company, except as may be
necessary to perform Your duties as an employee of Company. You will promptly deliver to
Company all documents and materials of any kind pertaining to Your work with Company, and
You will not take with You any documents, materials, or copies thereof, whether on paper,
magnetic or optical media, or any other medium, containing Proprietary Information.
3. Information of Former Employer(s)
You agree that during Your employment with Company, You will not improperly use or
disclose any confidential or proprietary information of Your former employer(s).
4. No Conflicting Obligations
a. No Conflicting Employment
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You agree that during the term of Your employment with Company, You will neither
plan or engage in any other employment, occupation, consulting, or other business activity
directly related to the business in which Company is now involved or becomes involved during
the term of Your employment nor will You engage in any other activities that conflict with Your
employment obligations to Company.
b. No Conflicting Agreements
You represent to Company that You have no other agreement or commitments that would
hinder or prevent the full performance of Your duties as a Company employee or Your
obligations under this Agreement, and You agree not to enter into such conflicting agreement
during the term of Your employment with Company.
c. Disclosure of Agreement
You hereby authorize Company to notify others, including customers of Company, and
any future employers You may have, of the terms of this Agreement and Your responsibilities
5. No Implied Employment Rights
You understand and agree that this Agreement neither confers upon You any right to
continued employment with Company that You would not otherwise have nor does it obligate
Company to employ You for any specific period of time.
6. General Provisions
If one of more of the provisions of this Agreement is deemed void by law, the remaining
provisions will continue in full force and effect.
b. Governing Law
The laws of the State of ___________________ (State’s name) govern this Agreement.
c. Entire Agreement
This Agreement sets forth the entire Agreement and understanding between You and
Company relating to the subject matter of this Agreement. No modification or amendment of
this Agreement or waiver of any rights under this Agreement will be effective unless in writing
signed by both You and an authorized representative of Company. Any subsequent changes in
Your duties, salary, or compensation will not affect the validity or scope of this Agreement.
d. Successors and Assigns
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This Agreement will be binding upon You and Your heirs, executors, administrators, and
other legal representatives and will be for the benefit of Company, its successors, and assigns.
YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS
DOCUMENT AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN
AGREEMENT WITH ALL OF THE ITEMS AND CONDITIONS CONTAINED HEREIN.
IN WITNESS WHEREOF, each party has executed this Agreement as of the date first
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