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This agreement is made between an employee and an employer whereby the employee agrees to keep certain company information confidential and assigns all rights and title to the employer for all work product developed and conceived during his or her employment. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement is useful for companies that deal with confidential information, especially technology companies, and is used when hiring new employees.
This agreement is made between an employee and an employer whereby the employee agrees to keep certain company information confidential and assigns all rights and title to the employer for all work product developed and conceived during his or her employment. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement is useful for companies that deal with confidential information, especially technology companies, and is used when hiring new employees. EMPLOYEE CONFIDENTIALITY AND INVENTIONS AGREEMENT In consideration of EMPLOYEE’S employment or continued employment by ________________________, or any of its predecessors, successors or subsidiaries (collectively, the "COMPANY"), and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned (“EMPLOYEE”) agrees as follows: 1. CONFIDENTIALITY: 1.1. EMPLOYEE understands that the COMPANY continually obtains and develops valuable proprietary and confidential information concerning its business, business relationships and financial affairs (the "Confidential Information") which may become known to me in connection with EMPLOYEE’S employment. For purposes of this Agreement, “Confidential information” shall include all information or material that is related to the business of the COMPANY which i) may derive economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by COMPANY that are reasonable under the circumstances to maintain its secrecy and Classification including; (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its Confidential, Classification and Proprietary nature: (b) identifying any oral presentation or communication as confidential immediately before, during or after such oral presentation or communication; or (c) otherwise treating such information as confidential. Confidential Information shall not include the following: above shall not apply to the whole or any part of the Information to the extent that it is: a) trivial or obvious; b) already in the other’s possession other than as a result of a breach of this clause; c) in the public domain; d) required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the COMPANY. 1.2 EMPLOYEE acknowledges that all Confidential Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the COMPANY or the third party providing such information to Employee or the COMPANY. 1.3 EMPLOYEE agrees that during the term of EMPLOYEE’S employment and thereafter, EMPLOYEE shall use, publish and disclose Confidential Information only in the performance of EMPLOYEE’S duties for the COMPANY and in accordance with COMPANY policy with respect to the protection of Confidential Information. EMPLOYEE agrees not to use or disclose such Confidential Information for EMPLOYEE’S own benefit or for the benefit of any other © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 person or business entity. EMPLOYEE further agrees not to disclose, give away, divulge, exchange or make known or available in any manner to any person, COMPANY, corporation or other entity the Confidential Information or any information derived therefrom to any person other than a director, officer, employee, consultant or other representative (“Representative”) who needs to know such Confidential Information in connection with the performance of ______________________________________. EMPLOYEE agrees to exercise EMPLOYEE’S best efforts to (a) receive and hold the Confidential Information in trust and in the strictest confidence: (b) to protect the Confidential Information from disclosure and in no event take any actions causing, or fail to take actions necessary in order to prevent, any Confidential Information to lose its character as Confidential Information and (c) to not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except otherwise stated. 1.4 Upon the termination of EMPLOYEE’S employment, or at any time upon the COMPANY's request, EMPLOYEE shall return or destroy all Confidential Information of the COMPANY and any notes, correspondence, analyses, compilations, documents or other records containing Confidential Information, including all copies t
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