Fill and Sign the Quotemployeequot and Hereinafter Form

EMPLOYEE CONFIDENTIALITY AND UNFAIR COMPETITION AGREEMENT THIS AGREEMENT MADE this the ____ day of _________, 20__, by and between _________________________ ("Employee") and _________________________ (hereinafter referred to as "Company"). WHEREAS, Employee desires to be employed by Company in a capacity in which he/she may receive, contribute or develop Confidential and Proprietary Information; WHEREAS, access, contribution and/or development of such information is necessary in order for Employee to perform his duties in a professional manner; WHEREAS, such information is important to the future of the Company and the Company expects the Employee to keep secret such proprietary and confidential information and not to compete with the Company during his employment and for a reasonable period after employment. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Definitions. As used in this Agreement: (a) "Company" shall mean _____________________, its successors and assigns, and any of their present or future subsidiaries or organizations controlled by, controlling, or under common control with them. (b) "Affiliate" shall mean any person, corporation, partnership or other entity with which joint enterprises are carried on with the Company or in which the Company has any interest. (c) "Confidential and Proprietary Information" shall mean any and all information disclosed or made available to the Employee or known by the Employee as a direct or indirect consequence of or through his employment by the Company and not generally known in the industry in which the Company is or may become engaged, including, but not limited to, customers and brokers, marketing plans, product development, plans, publications, equipment, and financial information, and any information related to the Company's and its Affiliate's products, devices, structures, processes, procedures, methods, formulae, techniques, services, or finances including, but not limited to, information relating to research, development, Inventions, manufacture, purchasing, accounting, engineering, marketing, merchandising, or selling. (d) "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or not, relating to any present, contemplated, or prospective activities, investigations or obligations of the Company, including, but not limited to, products, devices, structures, processes, procedures, methods, formulae, techniques, or services and
Vernacular. (e) “marketing pla”s" shall mean any and all plans, forms, specifications, price lists, descriptions, plans or forms, statements or instructions, plans, concepts, and plans or forms, including, but not limited to, marketing plans for marketing to employees or prospective employees or for marketing in the United States or canada and any foreign region of, or in the United States or canada, relating to the use of a product in which the employee is interested or for, or in any of its territories and dependencies, as determined by the principal of the company by contract or arrangement between the parties hereto for the employee's employment. (f) “product developme”t" shall mean design, develop, manufacture, manufacture, sell, market, advertise, market and distribute, or arrange for the development, manufacture, manufacture, sale, or distribution of a product of the company. (g) “prici”g" shall mean the charge made by the employer to his employee for the products, services, facilities, premises, buildings, equipment, information, documents and other assistance furnished by the employer to the employee in an amount which does not exceed the charge made to a person for similar services offered to such person by a similarly situated competitor of the company. (h) “plan, concept, method or form, or method or procedure, to be utilized by the employer with respect to employee” shall be deemed a confidential and proprietary information of the company. (i) “plan, concept, method or form, or method or procedure, to be utilized by any of the companies, in connection with any other company, shall be deemed a confidential and proprietary information of the employer of the other company with respect to the other company and shall not be disclosed. (j) “marketing pla”s" shall mean any and all plans, forms, specifications, price lists, descriptions, plans or forms, statements or instructions, plans, concepts, and plans or forms, including, but not limited to, marketing plans for marketing in the United States or canada in connection with any product of which the employee is interested or for the company, or in any of its territories and dependencies, in connection with the use of any product in which the employee is interested. (k) “proprietary confidential informati”n" shall mean any information concerning the products, services, facilities, premises, buildings, equipment, information, documents and other assistance furnished by the employer to the employee of the company in a capacity which is in itself, or