Employee NDA

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					                            EMPLOYEE CONFIDENTIATLITY AND
                              NON-DISCLOSURE AGREEMENT

    FOR GOOD CONSIDERATION, and in consideration of my employment or continued
employment by___________________________ (the “Company”), I, the undersigned employee,
hereby agree to the terms of this agreement (the “Agreement”):


        (a)     Company Information. I agree at all times during the term of my employment
and [for a period of _______ years] thereafter, to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or corporation without
written authorization of the Company, any Confidential Information of the Company. I
understand that “Confidential Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to, research, product plans,
products, services, customer lists, markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information,
marketing, finances or other business information disclosed to me by the Company either
directly or indirectly.

       (b)     Exceptions. The foregoing obligations and restrictions do not apply to that part of
the Confidential Information that I can demonstrate:

                (i)      was available or became generally available to the public other than as a
        result of a disclosure by me; or

                 (ii)   was available, or became available, to me on a non-confidential basis prior
        to its disclosure to me by the Company or a Company representative, but only if such
        information was not made available through a breach of confidentiality owed to the
        Company; or

                (iii)    was requested or legally compelled (by oral questions, interrogatories,
        requests for information or documents, subpoena, civil or criminal investigative demand
        or similar process) or is required by a regulatory body to make any disclosure which is
        prohibited or otherwise constrained by this Agreement, provided, that I shall: (A) provide
        the Company with prompt notice of any such request(s) so that the Company may seek an
        appropriate protective order or other appropriate remedy: and (B) provide reasonable
        assistance to the Company in obtaining any suc
Description: A comprehensive employee confidentiality (or non-disclosure) agreement is thus critical to protecting your information and giving notice to your staff that they have a serious and ongoing duty of confidentiality to the company. A simple statement of the importance of protecting such information can be surprisingly effective. A confidentiality agreement signed at the start of an employment relationship alerts a prospective employee that your company considers this a matter of tremendous importance. By signing the agreement, the employee acknowledges that the disclosure of confidential information is a breach of his or her employment contract and is an act that will have serious and wide-ranging consequences. A company has little to lose and much to gain by using confidentiality agreements. Enclosed is a sample confidentiality agreement, which includes both essential provisions and user-friendly instructions. The agreement should prove useful to your business and, if you follow the suggestions provided, can help you gather the tools necessary to protect your company and its information.
This document is also part of a package Hiring and Managing Employees 28 Documents Included