Employee Confidentiality Deed

EMPLOYEE CONFIDENTIALITY DEED

This Employee Confidentiality Deed (the Deed) is made on between Employer Name: of (Employer) and Employee Name: of (Employee).

Personal Information

Position Information

Employment History

Education

References

Confidentiality Deed Terms

1. Definition of Confidential Information. For the purposes of this Deed Confidential Information means all technical, commercial, financial, and other business information of the Employer, whether oral, written, electronic or stored, including but not limited to: trade secrets, financial data, customer lists, pricing, supplier and vendor identities, product designs, software, formulas, processes, business plans, projections and any information marked or reasonably understood to be confidential.

2. Exclusions. Confidential Information does not include information that: (a) is or becomes public other than by breach of this Deed; (b) was known to the Employee prior to disclosure without breach of a confidentiality obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Employee without use of Confidential Information.

3. Obligations. The Employee covenants that during and after employment the Employee will not use, disclose, copy, publish or otherwise make available Confidential Information except as strictly necessary to perform duties for the Employer. The Employee will take all reasonable steps to safeguard Confidential Information and will not remove Confidential Information from the Employer's premises without express written authorization.

4. Permitted Disclosure. Disclosure of Confidential Information to legal counsel, auditors, or as required by law is permitted provided the Employee gives prompt written notice to the Employer and cooperates to obtain protective measures where reasonable.

5. Return of Materials. Upon termination of employment or at the Employer's request the Employee will promptly return all documents, devices and other materials containing Confidential Information and shall certify in writing that all such materials have been returned or destroyed.

6. Intellectual Property. The Employee acknowledges that all inventions, discoveries, developments, and works made or conceived in the course of employment that relate to the Employer's business are the exclusive property of the Employer. The Employee will execute documents and assist in proceedings as reasonably necessary to effect assignment and protection of such rights.

7. Duration. The obligations under this Deed with respect to Confidential Information shall continue for the duration of employment and for years following termination, except for trade secrets which shall remain protected for so long as they meet the legal definition of a trade secret.

8. Remedies. The Employee acknowledges that breach of this Deed will cause irreparable harm for which monetary damages may be inadequate. The Employer is entitled to seek injunctive relief, equitable remedies and damages in any court of competent jurisdiction without the requirement to post a bond.

9. Governing Law. This Deed is governed by the laws of and the parties submit to the exclusive jurisdiction of its courts.

10. Severability. If any provision of this Deed is held invalid or unenforceable the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision.

11. Entire Agreement. This Deed constitutes the entire agreement between the parties concerning Confidential Information and supersedes prior agreements and understandings on that subject.

Legal Disclosures

At-Will Employment. Nothing in this Deed constitutes a guarantee of employment for any specific period. Employment with the Employer is at-will and may be terminated by either party at any time, with or without cause, unless otherwise specified in a separate written agreement signed by an authorized representative of the Employer.

Equal Opportunity. The Employer is an equal opportunity employer. Decisions regarding hiring, promotion, compensation and other terms of employment are made without unlawful discrimination.

Applicant Certification & Authorization

I certify that the information provided in this Deed and accompanying employment records is true, complete and correct. I understand that any misrepresentation or omission may be grounds for discipline or termination.

Authorization. I authorize the Employer to contact prior employers, references and educational institutions to verify information and to conduct background checks, including criminal, credit and consumer reports where permitted by law. I consent to such investigations and release those parties from liability in providing such information.

Additional Notes

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