CONFIDENTIALITY AGREEMENT
Date: ____________
To: __________________ (the "Company")
__________________
__________________
Gentlemen:
Concurrently with signing this agreement, I am becoming an employee of the Company. I recognize that in connection with my employment with the Company, I may become aware of or familiar with processes, formulae, procedures, information and materials which the Company has spent a great deal of time and money to develop, which are essential to the business of the Company, and which comprise confidential information and trade secrets of the Company (collectively called "Trade Secrets"). The term "Trade Secret" does not include any process, formula, procedure, information or material which is currently in the public domain or which hereafter becomes public knowledge in a way that does not involve a breach of an obligation of confidentiality. Notwithstanding the foregoing, I acknowledge and agree that any process, formula, procedure, information or material of which I become aware during my employment with the Company is presumed to be a Trade Secret unless the Company advises me in writing that it is not a Trade Secret.
In order to induce the Company to employ me, and in consideration thereof, I agree that I will not during the term of my employment with the Company and at all times thereafter, either directly or indirectly, use or disclose to anyone any Trade Secret, except that while I am employed by the Company I may use Trade Secrets in the performance of my services for the Company and I may disclose Trade Secrets to employees of the Company who need to know them in the performance of their services for the Company and who are bound by confidentiality agreements. I also agree that the Company will be entitled to and will own all the results and proceeds of my services for the Company including, without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created, developed or worked on by me during my employment with the Company.
Without limiting the foregoing, it will be presumed that any copyright, patent, trademark or other right and any idea, invention, product, program, procedure, format or material created, developed or worked on by me at any time during my employment with the Company will be a result or proceed of my services for the Company. I will take such action and execute such documents as the Company may request to warrant and confirm the Company's title to and ownership of all such results and proceeds and to transfer and assign to the Company any rights which I may have therein. My right to compensation and other benefits will not constitute a lien on any such results or proceeds.
My obligations and the rights of the Company under this agreement will remain in full force and effect regardless of (i) the reason for or cause of the termination of my employment, or (ii) whether the Company or I was at fault.
I acknowledge that the violation of any of the provisions of this agreement will cause irreparable loss and harm to the Company which cannot be reasonably or adequately compensated by damages in an action at law, and, accordingly, that the Company will be entitled, without posting bond or other security, to injunctive and other equitable relief to enforce the provisions of this agreement and to prevent or cure any breach or threatened breach thereof; but no action for any such relief shall be deemed to waive the right of the Company to an action for damages. I also agree that it will not be a defense to any request for such relief that the Company has an adequate remedy at law. For purposes of any proceeding under or with respect to this agreement, I submit to the nonexclusive jurisdiction of the courts of the State of ____________ and of the United States located in the County of ____________ State of ____________; and I agree not to raise and I waive any objection to or defense based on the venue of any such court or based upon forum non conveniens.
The rights and remedies of the Company are cumulative and the exercise or enforcement of any one or more of them will not preclude the Company from exercising or enforcing any other right or remedy.
The delay or failure by the Company to exercise any of its rights in any one instance will not preclude the Company from exercising its rights at a later time in that instance or at any other time in any other instance.
This agreement may be amended and any provision of this agreement may be waived only by an instrument in writing signed by the Company.
This agreement will be governed by and construed in accordance with the law in the State of ____________.
This agreement will inure to the benefit of the Company's successors and assigns including, without limitation, the assignee of any Trade Secret. Accordingly, at any one time, more than one person may be the beneficiary of this agreement.
Very truly yours,
__________________
ACCEPTED
[--The Company--]
By: _________________
Name:
Title: