Employee Confidential Agreement

EMPLOYEE CONFIDENTIALITY AGREEMENT

Parties and Effective Date

Employer Name:

Employer Address:

Employee Name:

Employee Address:

Effective Date:

Recitals and Purpose

This Employee Confidentiality Agreement (Agreement) is entered into to protect the proprietary, confidential and trade secret information of Employer. Employee will have access to Confidential Information in the course of employment or engagement and agrees to the restrictions and obligations set forth below.

Definitions

"Confidential Information" means non-public information proprietary to Employer, whether or not reduced to writing, including without limitation business plans, financial data, customer lists, pricing, marketing strategies, research and development, inventions, software, source code, processes, methodologies, and other technical or business information disclosed or made available to Employee.

Confidential Information excludes information that Employee can demonstrate (a) is or becomes publicly available through no fault of Employee; (b) was known to Employee prior to disclosure by Employer; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Employee without use of Employer Confidential Information.

Obligations of Employee

Employee shall: (i) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in writing by Employer; (ii) use Confidential Information solely for the performance of Employee's duties for Employer; (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be at least as protective as those Employee uses to protect Employee's own confidential information; and (iv) promptly notify Employer of any unauthorized use or disclosure of Confidential Information.

Term; Survival

The obligations to protect Confidential Information commence on the Effective Date and shall continue for a period of years after termination of Employee's employment or, with respect to trade secrets, for so long as the information remains a trade secret under applicable law. Provisions regarding return of materials, ownership and injunctive relief survive termination.

Return of Materials; Property

Upon termination of employment or upon Employer's written request, Employee shall promptly return or destroy all materials and copies containing Confidential Information. All Confidential Information and any derivatives or reproductions are the exclusive property of Employer.

Intellectual Property and Assignment

Employee acknowledges that all inventions, improvements, discoveries, developments, designs, works of authorship and other intellectual property created in the scope of employment or using Employer resources are Employer's sole property. To the extent permitted by law, Employee assigns and agrees to assign all rights in such intellectual property to Employer and will execute documents reasonably necessary to effectuate such assignment.

Remedies; Injunctive Relief

Employee acknowledges that a breach may cause Employer irreparable harm for which monetary damages would be inadequate. Employer shall be entitled to seek injunctive relief and any other equitable remedies in addition to monetary damages and all other remedies available at law or in equity.

Authorization to Contact and Background Check

Employee authorizes Employer to contact prior employers and references and to obtain background checks, consumer reports or other investigations as permitted by law. Employee consents to such inquiries by checking below:

At‑Will Employment and Equal Opportunity

Nothing in this Agreement shall be construed to alter the at-will nature of Employee's employment, except where a written agreement signed by Employer's authorized representative expressly provides otherwise. Employer is an equal opportunity employer and does not discriminate on the basis of protected characteristics.

Limitation of Liability; Governing Law

Except for injunctive relief and willful misconduct, neither party shall be liable to the other for consequential or incidental damages arising out of this Agreement. This Agreement shall be governed by the laws of the state where Employer's principal place of business is located, without regard to conflict of law principles.

Severability; Entire Agreement

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties regarding Confidential Information and supersedes prior oral or written agreements on that subject.

Applicant / Employee Information

Position Information

Employment History (Most Recent)

Employment History (Prior)

Education

Professional References

Applicant Certification

I certify that all information provided in this document is true and complete to the best of my knowledge. I understand that any false statements or omissions may result in disciplinary action, up to and including termination of employment. I further acknowledge that I have read and understand the terms of this Agreement and that my obligations under this Agreement are a condition of my employment or continued employment.

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