Employee Company Secrets Agreement

EMPLOYEE COMPANY SECRETS AGREEMENT

PARTIES AND EFFECTIVE DATE

This Employee Company Secrets Agreement (the Agreement) is entered into on by and between Company Name: and Employee Name: .

PERSONAL INFORMATION

POSITION INFORMATION

Start Date:   Salary/Rate:

Full-time   Part-time   Contractor

EMPLOYMENT HISTORY

Dates Employed: From to

Dates Employed: From to

EDUCATION

REFERENCES

DEFINITIONS — CONFIDENTIAL INFORMATION AND TRADE SECRETS

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by the Company to Employee, whether in written, oral, electronic or other form, including but not limited to technical data, product plans, software, source code, trade secrets, customer lists and business strategies, and any information that has economic value by virtue of not being generally known.

NONDISCLOSURE AND USE RESTRICTIONS

Employee acknowledges receipt of Confidential Information and agrees that, except as required in the performance of Employee's duties for the Company, Employee shall not disclose, publish, or use for the benefit of any third party any Confidential Information without the Company's prior written consent. Employee shall exercise at least the same degree of care to protect Confidential Information as Employee uses to protect Employee's own confidential information, but in no event less than reasonable care.

The obligations under this Agreement do not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was already in Employee's lawful possession prior to disclosure; (c) is rightfully received from a third party free to disclose; or (d) is independently developed by Employee without use of Confidential Information, as evidenced by contemporaneous written records.

ASSIGNMENT OF INVENTIONS

Employee agrees to promptly disclose to the Company all inventions, discoveries, improvements, works of authorship, and trade secrets (collectively, Inventions) conceived, developed, or reduced to practice by Employee, either alone or jointly with others, during the period of employment that relate to the Company's business or result from use of the Company's time, materials, facilities or Confidential Information. Employee hereby assigns and agrees to assign to the Company all right, title, and interest in such Inventions and agrees to execute documents reasonably necessary to effectuate such assignment.

If applicable, Employee must provide written notice of any pre-existing inventions or retained rights within days of the Effective Date.

NON-SOLICITATION

During employment and for months following termination, Employee shall not directly solicit or induce any employee or contractor of the Company to terminate their relationship with the Company or solicit the Company's clients or customers with whom Employee had material contact on behalf of the Company for purposes competitive with the Company.

RETURN OF MATERIALS; COMPANY PROPERTY

Upon termination of employment or upon the Company's request, Employee will promptly return all materials, documents, devices, and other tangible items containing or embodying Confidential Information, including all copies, and will not retain any copies or extracts thereof.

REMEDIES; INJUNCTIVE RELIEF

Employee acknowledges that breach of this Agreement may cause the Company irreparable harm for which monetary damages may be an inadequate remedy. The Company shall be entitled to seek injunctive relief, specific performance and any other available equitable remedy in addition to damages and other legal remedies.

SURVIVAL; TERM

The confidentiality and assignment obligations contained herein shall survive termination of Employee's employment and remain in effect for the duration necessary to protect the Company's legitimate business interests, but in no event less than years following termination.

AT-WILL EMPLOYMENT AND EQUAL OPPORTUNITY

Nothing in this Agreement shall be construed to alter the at-will nature of Employee's employment, unless expressly stated in a separate written agreement signed by an authorized Company officer. The Company is an equal opportunity employer and will not discriminate based on legally protected characteristics.

Employee acknowledges receipt and understanding of the at-will and equal opportunity statements by checking below:

I acknowledge and accept that my employment is at-will.

I acknowledge the Company's equal opportunity policy.

AUTHORIZATION AND BACKGROUND CHECK

Employee authorizes the Company to contact former employers and references, and to obtain background checks as permitted by law. Employee represents that all information provided in connection with employment is true and complete. Employee consents to such inquiries by checking below:

I authorize reference and background checks.

APPLICANT CERTIFICATION

I certify that all information provided to the Company is true and complete to the best of my knowledge. I understand that any false statements or omissions may result in withdrawal of any offer of employment or termination of employment.

I certify the information above is true and consent to the terms of this Agreement.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be governed by the laws of the jurisdiction in which the Company maintains its principal place of business, without regard to conflict of law principles.

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