Non Disclosure Agreement Format Between Employer Employee

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this ______ day of ___________, 20 (the "Effective Date"), by and between:

EMPLOYER: ________________________________________, a company organized and existing under the laws of ____________________, with its principal place of business located at ________________________________________ (the "Company");

AND

EMPLOYEE: ________________________________________, residing at ________________________________________ (the "Employee").

(Collectively referred to herein as the "Parties").

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1. PURPOSE

The Company and the Employee wish to enter into a business relationship in which the Employee will be employed by the Company. In the course of this employment, the Employee will have access to Confidential Information (as defined below) that is proprietary to the Company. This Agreement is intended to protect such Confidential Information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or sensitive information disclosed by the Company to the Employee, whether orally, in writing, or electronically, including but not limited to: trade secrets, business plans, client lists, financial data, software code, marketing strategies, inventions, processes, and any other information that derives value from not being generally known to the public.

3. OBLIGATIONS OF THE EMPLOYEE

The Employee agrees to: a) Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the purpose of performing their duties for the Company; c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Company; d) Not use the Confidential Information for their own personal gain or for the benefit of any competitor of the Company.

4. EXCLUSIONS

Confidential Information does not include information that: a) Was in the public domain at the time of disclosure or enters the public domain through no fault of the Employee; b) Was known to the Employee prior to disclosure by the Company; c) Is independently developed by the Employee without reference to the Company’s Confidential Information; d) Is required to be disclosed by law or court order, provided the Employee gives the Company prompt notice of such requirement.

5. RETURN OF MATERIALS

Upon the termination of employment or at any time upon the Company's request, the Employee shall immediately return to the Company all documents, records, electronic files, and any other materials containing Confidential Information, including all copies thereof, in the Employee’s possession or control.

6. TERM

The obligations under this Agreement shall remain in effect during the Employee’s term of employment and shall survive the termination of said employment for a period of ______ years thereafter.

7. REMEDIES

The Employee acknowledges that a breach of this Agreement may cause the Company irreparable harm for which monetary damages may be inadequate. Therefore, the Company shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies available, to prevent or restrain any breach or threatened breach of this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ____________________, without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings. Any amendments to this Agreement must be in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

EMPLOYER:

Signature: _________________________________ Name: _____________________________________ Title: ______________________________________

EMPLOYEE:

Signature: _________________________________ Name: _____________________________________ Date: ______________________________________