Employee Confidentiality Clause

EMPLOYEE CONFIDENTIALITY CLAUSE

Parties and Identifying Information

This Confidentiality Clause (the "Clause") is entered into effective as of by and between Employer Name: with principal address: and Employee Name: .

Position Information

Definitions

"Confidential Information" includes all non-public business, technical and financial information of Employer and its affiliates, whether disclosed orally, in writing, electronically or by inspection, including but not limited to: trade secrets, customer and supplier lists, pricing and cost data, business strategies, marketing plans, product roadmaps, research and development, technical processes, software source code, prototypes, formulas, and business forecasts. Confidential Information also includes information Employer receives from third parties that Employer is obligated to treat as confidential.

Exclusions from Confidential Information

Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of Employee; (b) was rightfully in Employee's possession prior to disclosure by Employer without obligation of confidentiality; (c) is rightfully obtained by Employee from a third party without breach of any obligation to Employer; or (d) is independently developed by Employee without use of or reference to Employer Confidential Information. Employee carries the burden of proving such exclusion.

Employee Obligations

Employee agrees that during employment and at all times thereafter Employee will: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except as expressly authorized in writing by Employer; (iii) use Confidential Information solely for the performance of Employee's job duties for Employer; and (iv) take reasonable precautions, at least as protective as those Employee takes with Employee's own confidential materials, to prevent unauthorized disclosure or use.

Employee further agrees not to reverse engineer, decompile, disassemble or otherwise attempt to derive source code or trade secrets from Employer deliverables or products. Employee must immediately notify Employer in writing upon discovery of any unauthorized use or disclosure of Confidential Information.

Return of Materials and Company Property

Upon termination of employment or at Employer's request, Employee shall promptly deliver to Employer all documents, electronic files, devices and other materials containing or embodying Confidential Information, and shall not retain copies in any form. Employee's obligation to return materials is independent of any other rights or obligations under this Clause.

Term and Survival

The confidentiality obligations set forth in this Clause shall commence on the Effective Date and shall continue for the duration of Employee's employment and for years following termination of employment, except with respect to trade secrets and other Confidential Information that qualify for protection for a longer period under applicable law, which shall survive for as long as such protections apply.

Remedies

Employee acknowledges that monetary damages may be inadequate to remedy unauthorized disclosure or misuse of Confidential Information. Employee therefore agrees that Employer shall be entitled to seek injunctive or other equitable relief, without posting bond, in addition to any other remedies available at law or in equity, including damages and recovery of reasonable attorneys' fees and costs incurred in enforcing this Clause.

Assignment of Inventions (Limited)

Except as prohibited by applicable law, Employee agrees to disclose promptly and assign to Employer all inventions, designs, improvements, discoveries and works of authorship that are conceived or reduced to practice by Employee during the period of employment and that relate to Employer's business or to Employee's assigned duties. Employee shall execute further documents reasonably required to effectuate such assignment.

Governing Law and Severability

This Clause shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. If any provision of this Clause is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if not reformable, severed, and the remaining provisions shall remain in full force and effect.

Acknowledgement and Certification

By signing below, Employee acknowledges that Employee has read and understands this Clause, that Employee has had the opportunity to consult counsel, that Employee's obligations hereunder are independent of any other agreements, and that breach of this Clause may subject Employee to discipline up to and including termination and to legal action for damages and injunctive relief.

Authorization to Contact Previous Employers and Background Checks

Employee authorizes Employer and its agents to contact previous employers and references, and to obtain consumer reports, criminal records, employment verification and education verification as permitted by law. Employee further authorizes release of information by former employers and educational institutions to Employer.

I consent to background checks and verification as described above.

I authorize Employer to contact my previous employers and professional references.

Equal Employment and At-Will Employment Statement

Employer is an equal opportunity employer and makes employment decisions without regard to race, color, religion, sex, national origin, age, disability, or any other protected characteristic under applicable law. Nothing in this Clause is intended to alter the at-will nature of Employee's employment unless a separate written agreement signed by an authorized representative of Employer expressly provides otherwise.

Employment History (Most Recent)

Education

Professional References

Applicant Certification

I certify that all information provided in connection with this Clause and any accompanying employment documentation is true and complete to the best of my knowledge. I understand that any misrepresentation or omission may result in revocation of any offer of employment or termination of employment.

I certify the foregoing.

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