Fill and Sign the Confidentiality with Form

Stand Alone Confidentiality and Noncompetition Agreement with Employee Agreement made on the ____________ (date) , between __________________ (Name of Employee) of __________________________________________________ ______________________ (street address, city, state, zip code) , referred to herein as Employee , and ____________________ (Name of Employer) , a corporation organized and existing under the laws of the state of __________________, with its principal office located at _________________________________________________ ____________________________ (street address, city, state, zip code) , referred to herein as Employer . Whereas, Employer has employed Employee to devote his full time, attention, and energies to the business of Employer and to use his best efforts, skill, and abilities in performing the specific duties of such employment, and Employee shall not, without prior consent of Employer, either directly or indirectly, engage in any other occupation, profession, or business; and Whereas, as a consequence of the employment by Employer, Employee will have access to information not generally known to the general public or in the industry in which Employer is or may become engaged about Employer's products, processes, customers, services, suppliers, pricing policies, and related matters. In addition, Employer may provide training to Employee in relation to these areas. It is the desire of the Employer and Employee that all such training and information be and remain confidential. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Confidentiality A. Nondisclosure. Employee shall not, during or after the term of this Agreement, directly or indirectly, use, disseminate, or disclose to any person, firm, or other business entity for any purpose whatsoever, any information not generally known in the industry in which Employer is or may be engaged which was disclosed to Employee or known by Employee as a consequence of or through his employment by Employer. This includes information regarding Employer's products, processes, customers, services, suppliers, and related matters, and also includes information relating to research, development, inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling. B. Confidential Relationship. Employee shall hold in a fiduciary capacity for the benefit of Employer all information described in Paragraph A above, along with any and all inventions, discoveries, concepts, ideas, improvements or know-how, discovered or developed by Employee, solely or jointly with other Employees, during the term of this Agreement, which may be directly or indirectly useful in or related to the business of Employer or its affiliates, or may be within the scope of its or their research or development work. C. Customer Lists. The Employee shall, at the time of and during employment, furnish a complete list of all of the correct names and places of businesses of all its customers, immediately notify Employer of the name and address of any new customer, and report all changes in location of old customers, so that upon the termination of employment, Employer will have a complete list of the correct names and addresses of customers with whom Employee has dealt. D. Return of Documents. To protect the interests of Employer, Employee agrees that, during or after the termination of Employee's employment by Employer, all documents, records, notebooks, and similar repositories containing such information described in Paragraphs A, B and C above, including copies of such items, then in Employee's possession or work area, whether prepared by Employee or others, are the property of Employer and shall be returned to Employer upon Employer's request. 2. Noncompetition A. Employee Conduct with Respect to Competitors. During the term of Employee's employment by Employer and for ______ (number) years after termination of such employment, Employee agrees that Employee will not, without the prior written consent of Employer, directly or indirectly, whether as an Employee, officer, director, independent contractor, consultant, stockholder, partner, or otherwise, engage in or assist others to engage in or have any interest in any business which competes with Employer in any geographic area in which Employer markets or has marketed its products during the year preceding termination. B. Solicitation of Employees. Employee agrees that during the term of Employee's employment and for ______ (number) years after the termination of such employment, Employee will not induce or attempt to induce any person who is an Employee of Employer to leave the employ of Employer and engage in any business which competes with Employer. C. Maximum Restrictions of Time, Scope, and Geographic Area Intended. The parties agree and acknowledge that the time, scope and geographic area and other provisions of this Agreement have been specifically negotiated by the parties, and Employee specifically agrees that such time, scope and geographic areas, and other provisions are reasonable under these circumstances. Employee further agrees that if, despite the express agreement of the parties to this Agreement, a court should hold any portion of this Agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court, will be substituted for the restrictions held unenforceable. 3. Breach of Agreement A. Bonus Forfeiture. If Employee, without written consent of Employer, fails to comply with any provision of this Agreement, then Employee's right to any bonus to which Employee would otherwise be entitled shall terminate and the Employer's obligation to make any such payment shall cease. B. Additional Remedies. Employee agrees that violating Section 1 of this Agreement at any time, including during litigation, will produce severe damage and injury to Employer. In the event of the breach of, or threatened breach by Employee of Section 1 of this Agreement, the Employer shall be entitled to seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available to the Employer in law or in equity, including but not limited to the Employer's right to recover from the Employee any and all damages that may be sustained as a result of the Employee's breach. C. Agreement Survives Termination. All rights of the parties pursuant to this Agreement shall survive any termination. 4. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 5. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 6. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 7. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 8. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 9. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 10. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 11. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 12. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 13. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 14. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _______________________ (Name of Employer) By:____________________________ ___________________________ ___________________________ (P rinted Name of Employee) (P rinted Name & Office in Corporation) __________________________ ___________________________ (Signature of Employee) (Signature of Officer) WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted Name) (P rinted Name) ________________________ _________________________ (Signature of Seller) (Signature of Buyer) WITNESS our signatures as of the day and date first above stated. ____________________________ (Name of Employer) ________________________ By:________________________________ (P rinted Name) __________________________ ________________________ (P rinted Name & Office in Corporation) (Signature of Employee) __________________________ (Signature of Officer)