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(Disclaimer: This document is for illustrative purposes only. Please check with your legal counsel before use.)
CONFIDENTIALITY OF INFORMATION AGREEMENT
This Agreement is dated effective the date set out on the last page hereof and is made
between ________________________ ("EMPLOYEE") and COMPANY NAME (THE
COMPANY) in consideration of [Company name] hiring [Employee], [Employee] agrees as
follows:
A. EMPLOYEE will perform services for COMPANY NAME which may require
COMPANY NAME to disclose confidential and proprietary information
(“Confidential Information”) to EMPLOYEE. ("Confidential Information") to
EMPLOYEE. (Confidential Information is any information of any kind, nature, or
description concerning any matters affecting or relating to Employee's services
for COMPANY NAME, the business or operations of COMPANY NAME. It
includes employee, customer, or client personal information, technical data,
techniques, records, formulae, processes, sketches, photographs, plans,
drawings, specifications, samples, equipment, reports, manuals, documents,
prototypes, software, working materials, findings, and inventions or ideas,
whether patentable or not.)
B. EMPLOYEE will hold the Confidential Information received from THE COMPANY
in strict confidence and shall exercise a reasonable degree of care to prevent
disclosure to others. EMPLOYEE, both during and after employment or
engagement with THE COMPANY, shall not disclose or use any Confidential
Information except in the course of carrying out authorized activities on behalf of
THE COMPANY or except as expressly authorized by the THE COMPANY in
writing. The Worker may, however, use or disclose:
a. Confidential Information (except personal information) that:
i. Is or becomes public, other than through a breach of this
Agreement; or
ii. Is known to EMPLOYEE prior to employment or egngagmenet by
THE COMPANY and with respect to which EMPLOYEE does not
have any obligation of confidentiality; or
b. Confidential Information that is required to be disclosed by law, whether
under an order of a court or governmental tribunal or other legal
processes, provided that EMPLOYEE becomes aware of the requirement
and in sufficient time to allow THE COMPANY to take such steps as are
lawfully available to THE COMPANY to avoid or limit such disclosure by
EMPLOYEE.
C. EMPLOYEE will not reproduce the Confidential Information nor use this
information commercially or for any purpose other than the performance of
his/her duties for THE COMPAY
D. EMPLOYEE will, upon the request or upon termination of his/her relationship
with THE COMPANY, deliver to THE COMPANY any drawings, notes,
documents, equipment, and materials received from THE COMPANY or
originating from its activities for THE COMPANY.
E. THE COMPANY shall have the sole right to determine the treatment of any
information that is part or project specific received from EMPLOYEE, including
the right to keep the same as a trade secret, to use and disclose the same
without prior patent applications, to file copyright registrations in its own name or
to follow any other procedure as THE COMPANY may deem appropriate.
F. THE COMPANY reserves the right to take disciplinary action, up to and including
termination for violations of this agreement.
G. EMPLOYEE may develop, conceive, generate or contribute to, in the course of
employment or engagement with THE COMPANY, alone and/or jointly with
others, tangible and intangible property relating to actual or anticipated business
and research and development of THE COMPANY, in any fields, including
software, hardware, know-how, designs, techniques, documentation and other
material regardless of the form or media in or on which it is stored. Some or all of
which property may be protected by patents, copyrights, trade secrets, trademarks, industrial designs or mask works or any common law or statutory right
anywhere in the world (which tangible and intangible property is collectively
referred to in this Agreement as “Proprietary Property”).
H. If, during and in the course of employment or engagement with THE COMPANY,
EMPLOYEE develops any Proprietary Property that is protected by copyright,
EMPLOYEE hereby waives unconditionally any “moral rights” they may have in
such Proprietary Property.
I. EMPLOYEE, both during and after employment or engagement with THE
COMPANY, shall not make any unauthorized use of THE COMPANY’s computer
systems, communications networks, databases or files. EMPLOYEE shall adhere
to all COMPANY policies regarding the use of such computer systems,
communications networks, databases or files.
J. All notes, data, tapes, reference items, sketches, drawings, memoranda, records,
documentation and other material regardless of the form or media in or on which
it is stored, that is in or comes into the possession or control of EMPLOYEE, and
that is in any way obtained, conceived, developed, generated or contributed to by
EMPLOYEE, alone and/or jointly with others during or as a result of EMPLOYEE’s
employment or engagement with THE COMPANY, is and remains Confidential
Information and/or Proprietary Property within the meaning of this Agreement.
K. EMPLOYEE shall return or destroy, as directed by THE COMPANY, Confidential
Information or Proprietary Property to THE COMPANY upon request by THE
COMPANY at any time, and upon the cessation of employment or engagement
with THE COMPANY, regardless of how that cessation occurs. Such return or
destruction shall include all originals and all copies of the Confidential Information
and Proprietary Property, in whatever medium or form, that is then in the control
or possession of EMPLOYEE. Upon request THE COMPANY, EMPLOYEE shall
certify, by way of affidavit or statutory declaration, that all such Confidential
Information and Proprietary Property has been returned or destroyed, as
applicable.
Both during and after employment or engagement with THE
COMPANY, EMPLOYE shall not make or retain copies of the Confidential
Information or Proprietary Property, except for the purpose of carrying out
authorized activities on behalf of THE COMPANY or except as expressly
authorized by THE COMPANY in writing. For information stored in electronic form:
a. EMPLOYEE shall be deemed to have returned it when EMPLOYEE
transmits an electronic copy to THE COMPANY and thereafter destroys it
per b ниже; and
b. EMPLOYEE shall be deemed to have destroyed it when the EMPLOYEE
performs a commercially reasonable “delete” function with respect to all of
its copies of information, notwithstanding that such information may be
forensically recoverable or restored from backups (provided always that if,
at any time, EMPLOYEE performs or permits such recovery or restoration,
EMPLOYEE shall treat such recovered or restored information as
Confidential Information hereunder at all times).
L. This Agreement is a contract made under and shall be governed by and construed
in accordance with the laws of [PROVINCE, STATE or REGION] and the federal
laws of [COUNTRY] applicable in the [PROVINCE, STATE or REGION].
M. EMPLOYEE confirms that he or she had the opportunity to confer with an
independent legal advisor if he or she so wished, in advance of signing this
Agreement. EMPLOYEE further confirms that he or she has read this Agreement
and accepts and agrees to be bound by its terms.
N. EMPLOYEE represents and warrants that it is not under any preexisting
obligations inconsistent with the provisions of this Agreement.
Signing below signifies that the EMPLOYEE agrees to the terms and conditions of the
agreement stated above.
[COMPANY NAME]
[EMPLOYEE NAME]
_________________________________
_________________________________
[NAME and TITLE of Company
representative]
Employee Signature
Date: ______________________________
Date: ______________________________
(Disclaimer: This document is for illustrative purposes only. Please check with your legal
counsel before use.)