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AGREEMENT NOT TO DISCLOSE INFORMATION_ NOT TO COMPETE_ AND NOT TO

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AGREEMENT NOT TO DISCLOSE INFORMATION_ NOT TO COMPETE_ AND NOT TO Powered By Docstoc
					                       AGREEMENT NOT TO DISCLOSE INFORMATION,

                         NOT TO COMPETE, AND NOT TO INTERFERE

                                          WITH BUSINESS



       It is the intention of the undersigned to enter into discussions with the ABC Company (the

"Company")                                                                                 concerning

_______________________________________________________________.

       In the course of these discussion, the undersigned acknowledges that certain confidential

information will be disclosed. It is the purpose of this Agreement to insure that the undersigned

will not disclose said confidential information to any third parties, use said confidential information

to compete with the Company or use said confidential information to interfere with the business of

the Company. Any ambiguities in this Agreement should be interpreted in a manner which further

the above stated purpose.      In furtherance of the aforementioned purpose, and for good and

valuable consideration, the undersigned agrees to the following:

1.     DEFINITIONS.

       1.1     For purposes of this Agreement, "Confidential Information" shall mean information

or material proprietary to Company or designated as Confidential Information by Company and is

not generally known by non-Company personnel, which the undersigned develops or of which the

undersigned may obtain knowledge or access through or as a result of the undersigned's

relationship with Company (including information conceived, originated, discovered or developed

in whole or in part by the undersigned). The Confidential Information includes, but is not limited to,

the following types of information and other information of a similar nature (whether or not reduced

to writing): discoveries, ideas, inventions, concepts, software in various states of development,

designs, drawings, specifications, techniques, models, data, source code, object code,

documentation, diagrams, flow charts, research, development, processes, procedures, "know-

how", marketing techniques and materials, marketing and development plans, customer names

and other information related to customers, price lists, pricing, policies, financial information and
employee files. Confidential Information also includes any information described above which

Company obtains from another party and which Company treats as proprietary or designates as

Confidential Information whether or not owned or developed by Company.                INFORMATION

PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER THE

TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC

INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN

THE COURSE OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE, SHALL

NOT BE DEEMED PART OF THE CONFIDENTIAL INFORMATION.

       1.2     For the purposes of this Agreement, the terms "carry on business" and "engage in

business" shall be given the meaning as used, up to the execution of this contract, in Section

16601 of the California Business and Professions Code. These terms shall include being an

owner, partner, agent, employee, or owner of 5% or more of securities of any person, firm,

partnership, or corporation.

2.     COVENANT NOT TO COMPETE.

       2.1     In connection with these discussions, the undersigned agrees that he shall not,

either directly or indirectly, carry on or engage in any business that is similar to the business being

disclosed within the States of California and ___________ for a period not exceeding five (5)

years from the date of this contract. It is hereby stipulated by Buyer and Seller that:

               (a)     The agreement contained in this paragraph is intended as an agreement

authorized by Section 16601 of the California Business and Professions Code as it now exists;

               (b)     The provisions of Section 16601 of the California Business and Professions

Code as they now exist are incorporated into this paragraph; and,

               (c)     The remedy at law for breach of this paragraph being inadequate, Buyer

shall be entitled, in addition to such other remedies as he may have, to temporary and injunctive

relief for any breach or threatened breach of this paragraph without proof of any actual damages

that have been or may be caused to him by such breach.

3.     COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION.



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       3.1     The undersigned agrees and warrants that without the prior express written

consent of the Company, the undersigned will not:

               (a) use for his/its own benefit or otherwise exploit the Confidential Information, or

               (b) disclose any Confidential Information, in whole or in part, to any third person,

firm, corporation or other such similar entity or otherwise use such information to the detriment of

the Company, (i.e., pursue a Company opportunity).

       3.2     The undersigned shall take all reasonable precautions necessary to safeguard the

personal nature of the Confidential Information and shall advise and inform his/its personnel and

agents to strictly observe such obligations.

       3.3     All   notes,   data,   reference   materials,   sketches,    drawings,    memoranda,

documentation and records in any way incorporating or reflecting any of the Confidential

Information shall belong exclusively to Company and the undersigned agrees to turn over all

copies of such materials in the undersigned's control to Company upon request or upon

termination of the undersigned's employment or relationship with Company.

       3.4     Nothing contained in this Agreement shall be construed as granting or conferring

any rights by license or otherwise, expressly, impliedly, or otherwise for any invention, discovery

or improvement made, conceived, or acquired prior to or after the date of this Agreement.

4.     COVENANT NOT TO INTERFERE WITH THE BUSINESS OF THE COMPANY.

       4.1     The undersigned hereby agrees and warrants that he/it will not, in any way or

manner, interfere with the business of the Company. Such interference shall include, but is not

limited to, the harassment of employees, vendors, and/or customers of the Company, the

solicitation of business from the customers of the Company, the solicitation of persons employed

by the Company both presently or in the future, and impeding the Company in its pursuit of

business opportunities.

5.     DISPUTE RESOLUTION.

       5.1     Because of the unique nature of the Confidential Information, the undersigned

understands and agrees that Company will suffer irreparable harm in the event that the



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undersigned fails to comply with any of his or her obligations under this Agreement and that

monetary damages will be inadequate to compensate Company for such breach. Accordingly, the

undersigned agrees that Company will in addition to any other remedies available to it at law or in

equity, be entitled to injunctive relief to enforce the terms of this Agreement.

        5.2     This Agreement shall be governed by California law applicable to contracts which

are wholly executed and performed in California. This Agreement contains the full and complete

understanding of the parties with respect to the subject matter hereof and supersedes all prior

provisions hereof or any obligations or grant of rights by the undersigned is found invalid or

unenforceable pursuant to judicial decree or decision, any such provision, obligation or grant of

rights shall be deemed and construed to extend only to the maximum permitted by law, and the

remainder of this Agreement shall remain valid and enforceable according to its terms.              Any

modification of this Agreement must be in writing to be effective.

        5.3     The undersigned hereby agrees that in any dispute arising under the contract in

which suit is filed, the venue for that suit shall be the County of Los Angeles, State of California.

        IN WITNESS WHEREOF, the undersigned executed this Agreement as of the ___ day of

__________, 19 .



XYZ, INC.



By: ___________________




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