Employee Non-Disclosure Agreement
Effective Date: __/__/___
Employer: [Legal Company Name], further referred to as ["Company"]
[Legal Entity and State of Corporation/Partnership/Sole Proprietorship/Resident]
Address: [Company's Address]
[City], [State] [Zip Code]
Employee: [Name of Employee], further referred to as ["Employee"]
Address: [Employee's Address]
[City], [State] [Zip Code]
It is my understanding that this contract is with [Company] and is an agreement regarding Proprietary Information.
I also understand that this contract restricts my ability to disclose information that I obtain or develop during or following my association with [Company].
This Agreement is very important to the protection of [Company's] business and [Company] carries the full intention to enforce the terms of this Agreement should I violate any part of this Agreement.
I have been given advice to see an attorney in regard to any questions that I may have, and that no Employees or agents of [Company] have the ability to render legal advice regarding this Agreement.
As long as this agreement is active I agree not to disclose [Company's] lists, trade secrets, or any other proprietary and confidential information. I also agree to take all proper security measures to prevent any accidental disclosure and industrial espionage.
"Company" refers to all the present and future subsidiaries and affiliates.
"Intellectual Property" refers to all Inventions, Works of Authorship, Patents, Trademarks, and Copyrights which (1) are directly related to [Company] or to the actual research of [Company] or (2) are produced from the work performed by me for [Company] or (3) any Company equipment, supply facility or trade secret information that is used to develop or improve, or (4) are not produced and designed completely on my own time.
"Inventions" refers to all discoveries, improvements, ideas and designs regardless if they are in writing or put into practice and whether or not they are patentable.
"Works of Authorship" are works that are tangible in nature and can be perceived and communicated directly or with a machine or device and may or may not be able to copyright.
"Confidential Information" is all information that is not widely known and is regarded as proprietary to [Company] or any of its clients and consultants. The following consists a list of examples without limitation: business plans, customer lists, consultants, financial information, and any trade secrets about [Company] and its products. All the information that I regard as confidential or that the [Company] considers confidential is to be understood as Confidential Information regardless if it is produced by me or other employees. I agree that any Confidential Information that I may acquire is the property of [Company].
I agree that during the entire time of my Employment at [Company] and from then on to hold in the strongest confidence, and not to use or disclose to any person or entity any Confidential Information except for if it benefits [Company] without the written authorization of [Company] before any disclosure takes place.
I agree that all Intellectual Property which I made prior to my association with [Company] is excluded from the scope of this Agreement. I have attached a list of all Prior Works in Exhibit A, including patent numbers and descriptions of all Intellectual Property that I claim an interest in.
I understand that [Company] has received and in the future will receive confidential and or proprietary information from third parties and that I will maintain the confidentiality of third party information and will only use it for limited [Company] purposes.
At the request of [Company] or on the termination of association or Employment by [Company], I will surrender immediately to my immediate supervisor all papers, notes, data, documentation, software and any other materials that were furnished by [Company] or that were developed by me in part or whole by me at any time during my association or employment by [Company] along with the attached Termination Certification which I do hereby agree to sign and deliver.
I do not have any existing obligation to others that might be inconsistent with any of the sections of this agreement, except those obligations that are identified on Exhibit B of this Agreement. I understand that it is the policy of [Company] not to violate the rights of any party that I have a confidentiality or proprietary rights Agreement with.
With the [Company's] full disclosure of Confidential Information to me, I will not in any way before the date immediately preceding the [1 - 5] anniversary of the date of my termination of employment exploit any business plans of [Company] or business concepts that I have special knowledge of or any other Confidential Information without the [Company's] prior written consent, which may be given or denied and is up to the [Company].
My association with or employment by [Company] is "at will" and may be terminated by me or the [Company] at any time; however, I am still required to uphold this Agreement. I will give assistance to the [Company] in receiving or protecting any patents or copyrights in Intellectual Property globally. If assistance is provided to [Company] I will be paid a reasonable sum which shall be determined by me and the [Company] for my time and expenses that I may incur.
I give [Company] permission to notify all others, including customers of [Company] and my future employers of the terms of this Agreement and my obligations to it.
I agree that if any legal action is issued against me for the enforcement of this Agreement the [Company] shall be able to recover all reasonable attorney's fees and any other fees that may occur in addition to any financial relief the which [Company] may be due.
Employee may not under any circumstances assign any of the rights or delegate any of the obligations of this Agreement to any third party without the written permission of [Company].
If any of the obligations of this Agreement are found by a court to be invalid due
to any law or statute they are to be omitted from this Agreement while the rest shall remain intact and in full force.
In witness of this, the Employee and [Company's] representative execute this Agreement as of the Effective Date found above.
This contract shall be governed by the laws of the State of _____ in _________ County and any applicable Federal Law.
Signature of Employee
Signature of [Company] Owner/Founder/CEO