Fill and Sign the Employee Services and Staffing Agreement Corporate Counsel Form

- 1 - EMPLOYEE NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made by and between ______________________________ , a ___________________ corporation, ("Employer"), and ______________________________ ("Employee"), effective as of the date set forth below. WITNESSETH: The parties hereto, intending to be hereby legally bound, agree as follows: 1. General. The Employee may be receiving from Employer information of a non- public nature for use by the Employee in connection with his or her employment by Employer. 2. Confidential Information Defined. The parties acknowledge that in the course of the employment of Employee, the Employee may receive certain confidential information from or about Employer or its affiliates, including but not limited to technical, financial and business information and models, names of potential customers, proposed business transactions with third parties, reports, plans, market projects, software programs, data and other confidential and proprietary information relating to Employer or its business whether provided orally or in writing. All such technical, financial or other business information thus supplied by Employer to Employee, or learned by Employee in the course of his or her employment with the Employer, is hereinafter called the "Information". The term "Information" as used herein also includes the fact that the Information has been made available to or is being inspected or evaluated by Employee. 3. Exclusions from Definition. The term "Information" as used herein does not include any data or information which is already known to the Employee at the time of his or her employment. 4. Nondisclosure Obligation. The Employee receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person without the express consent of the Employer, either during or after the employment of employee has ended. 5.
…non-disclosure agreements. An employer may, but is not required to, provide an employee with a confidential non-disclosure agreement (hereinafter a nda) and all such documents that require the employee to agree not to use such information in the course of the employee's employment and not to use such information in any way that would violate this agreement. In the absence of a nda, the employee may be subject to the provisions of sections or of this appendix, as applicable. If a nda is required, the parties shall negotiate it with the employer when the employee first becomes employed by such employer and at least at each subsequent annual appointment to which the employee is to continue membership by such agreement. The NDA shall specifically set forth the conditions required to be met, and such conditions as may be necessary to ensure the confidentiality of the information to which the NDA relates. If an nda is not provided, the information shall be confidential immediately and shall not be disclosed, except as agreed to by the parties, except to employees for whom the employer maintains a system of business records, to the federal government's representatives on behalf of the employer only during their legitimate business activities or to employees who are otherwise authorized to receive such data or information. Such employees shall notify the employer in writing within five days after the date of any violation of the confidentiality of the information in question. 6. Use of employee information. (a) if, when the employee has been employed as an employee of the employer for three (3) years, any information concerning the identity, business conduct, financial situation, or financial situation of the employee which the employee receives in the course of such employment is determined by the employer (i) to have information of a confidential nature and (ii) to be covered by a separate agreement of this kind, the parties may agree in the NDA to the retention by that employee of such information and, as such, no information of a confidential nature shall be disclosed to that employee. However, the parties may agree with respect to any of such information, such that no information of a confidential nature shall be disclosed if, upon the termination of the employment of the employee, such employee gives written notice to that effect to the employer. 9. Protection of employee names and information from misuse. The terms and conditions of a nda are binding on the employee as of the date of termination of employment but not for any period of employment beyond that date. 10. Confidentiality of data received. Employees shall.