Employee C4L Agreement

EMPLOYEE C4L AGREEMENT

This Employee C4L Agreement ("Agreement") is entered into between Employer Name: and Employee Name: effective as of .

Personal Information

Position Information

Employment History (Most Recent)

Dates Employed: From To

Dates Employed: From To

Education

Professional References

Agreement Terms — Confidentiality & Continued Protections (C4L)

1. Definitions. For purposes of this Agreement, "Confidential Information" includes all non-public information related to Employer's business operations, customers, pricing, product roadmaps, technical data, trade secrets, personnel records, financial data, marketing plans and any information designated proprietary by Employer. Confidential Information includes information in any form, whether oral, written, electronic or visual.

2. Non-Disclosure and Non-Use. Employee acknowledges a duty to hold all Confidential Information in strict confidence. Employee shall not, during employment or at any time thereafter, disclose, publish, or use Confidential Information except as required to perform Employee's duties for Employer or with prior written authorization. This non-use and non-disclosure obligation survives termination of employment and continues indefinitely.

3. Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in Employee's possession prior to disclosure by Employer; or (c) is rightfully obtained by Employee from a third party without breach of any confidentiality obligation.

4. Return of Materials. Upon Employer's request or upon termination of employment, Employee shall promptly return all documents, records, electronic files, devices, keys and other materials containing Confidential Information. Employee will not retain copies, summaries, or extracts of any Confidential Information.

5. Intellectual Property and Assignment. Employee acknowledges that inventions, discoveries, designs, software, works of authorship and improvements related to Employer's business conceived, developed or reduced to practice by Employee during employment ("Inventions") are the exclusive property of Employer. Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to such Inventions and will execute documents necessary to effectuate such assignment.

6. Non-Solicitation. During employment and for a period of twelve (12) months following the termination of employment, Employee shall not directly solicit or induce any employee or contractor of Employer to terminate their relationship with Employer, nor shall Employee solicit Employer's customers for substantially similar services that compete with Employer, subject to applicable law.

7. Remedies; Equitable Relief. Employee acknowledges that a breach of this Agreement would cause immediate and irreparable harm to Employer for which monetary damages would be inadequate. Employer shall be entitled to seek injunctive relief, specific performance and any other remedies available at law or equity, in addition to damages.

8. Governing Law and Venue. This Agreement shall be governed by the laws of the state where Employer maintains its primary place of business, without regard to conflicts of law principles. Employee consents to personal jurisdiction and venue in the courts located in that state.

9. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and the parties will negotiate in good faith a substitute, valid provision that most closely effects the parties' original intent.

Legal Disclosures & Authorizations

At-Will Employment: Employee acknowledges that, unless set forth in a separate signed written agreement, Employee's employment with Employer is at-will and may be terminated by either party at any time, with or without cause and with or without notice.

Equal Employment Opportunity: Employer is an equal opportunity employer and makes employment decisions without unlawful discrimination. Employee acknowledges receipt of the Equal Opportunity statement and agrees to abide by Employer policies.

Authorization to Contact Prior Employers and Conduct Background Checks: Employee authorizes Employer and its agents to contact previous employers and references and to obtain background reports as permitted by applicable law. Employee grants consent for pre-employment and ongoing background checks, including criminal record, education and employment verifications, to the extent permitted by law.

I consent to background checks and verification of information provided above.

I acknowledge and understand the At-Will employment statement above.

I acknowledge receipt of the Equal Opportunity statement.

Applicant Certification & Authorization

I certify that all statements in this Agreement and all information provided to Employer in connection with my employment are true and complete. I understand that falsification, omission or misrepresentation may result in denial of employment or termination of employment. I authorize Employer to rely on this certification.

I certify that the information provided is true, complete and accurate.

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