EMPLOYEE CONFIDENTIALITY, INVENTION, IDEA,
AND NONSOLICITATIONAGREEMENT
In consideration of my employment by _______________ LLC (the “Company”), I
covenant and agree as follows:
Nondisclosure of Confidential Information
1.
Confidential Information. I agree that all information pertaining to the Company or
provided by the Company, whether or not in writing, of a private, secret, non-public or
confidential nature concerning the Company's or its clients’ current or proposed business,
technology, business relationships, investments, or financial affairs, whether or not put into
practice, including all intellectual property rights thereto (collectively, "Confidential
Information"), is and shall be the exclusive property of the Company. I further agree that all
electronic data, files, letters, memoranda, reports, records, data, program listings, or other
written, photographic, or other electronic or tangible material containing Confidential
Information shall be and are the exclusive property of the Company, to be used by me only in the
performance of my duties on behalf of the Company. By way of illustration, but not limitation,
Confidential Information may include business plans and arrangements, ideas, inventions,
names, marks, products, processes, methods, techniques, projects, developments, research data,
financial data, personnel data, computer programs, customer/client lists and supplier lists,
marketing materials, research, and any other information identified or treated as confidential by the
Company or any of its clients, customers, advisers, or affiliates. Notwithstanding the foregoing,
Confidential Information does not include information which the Company has voluntarily
disclosed to the public without restriction, or which is otherwise known to the public at large.
While employed by the Company and thereafter, I shall not, directly or indirectly, use any
Confidential Information other than pursuant to ,my employment by and for the benefit of the
Company, or disclose any such Confidential Information to anyone outside of the Company
whether by private communication, public address, publication or otherwise or to anyone within the
Company who has not been authorized to receive such information, except as directed in writing by
an authorized representative of the Company. Upon termination of my employment or at any other
time upon request, I agrees to promptly deliver to the Company any and all Confidential
Information in my possession or control.
Should I be required by law or court order to disclose any Confidential Information, I
agree to notify the Company in writing not less than ten (10) business days prior to making the
required disclosure.
2.
Other Confidentiality Commitments. I will honor all commitments I presently have to
keep confidential any information or materials belonging to a third party (e.g. another person or
company) possessed by me before beginning my employment which I am required to keep
confidential. . I will not bring any such information or material, in physical or electronic form,
onto Company premises, install it on any Company computer, or provide it to any Company
employee.
Ownership and Use of Inventions and Ideas
3.
All ideas, inventions, discoveries, and improvements (herein referred to as “Inventions”)
made (whether conceived, reduced to practice, or otherwise) by me during the period of my
employment and relating in any way to the business of the Company, belong to the Company
even if they are unpatentable, made off the Company’s premises, made outside normal work
hours, or made with other parties. As used herein, “the business of the Company” includes
activities or projects engaged in by the Company. I will disclose to the Company the existence
and details of the Inventions, and, if requested, will do all things reasonably necessary to enable
the Company to secure intellectual property protection, including patents or copyrights, for the
Inventions.
4.
All Inventions referred to and as described in the preceding paragraph, implemented or
reduced to practice by me or with my assistance within six months after leaving employment
with the Company, will be presumed to have been made during my employment.
5.
The Company will have the unfettered right to use and to disclose to third parties all of
my Inventions.
6.
Without the Company’s prior written consent, I will not disclose to anyone or use, except
in connection with the Company’s business, any Inventions.
7.
I have described on the back of this form inventions, discoveries, or improvements in
which I have an interest and which were made by me before beginning my employment with the
Company.
8.
Non-Solicitation of Employees and Other Agents. I agree that I will not directly or
indirectly recruit or otherwise solicit or induce any of the Company’s current or prospective
officers, directors, employees, consultants, contractors, or agents to terminate his, her or its
employment or other business association with, or otherwise cease his, her or its relationships with,
the Company or any of its officers, employees, subsidiaries or affiliates without obtaining the prior
written consent of the Company, which consent may be withheld for any reason or without reason
in the sole discretion of the Company.
9.
Injunctive Relief. I recognize that irreparable damage may result to the Company and its
business and properties if I fail or refuse to perform my obligations under this Agreement, and that
the remedy at law for any such failure or refusal may be inadequate. Accordingly, in addition to any
other remedies and damages available (none of which remedies or damages is hereby waived), the
Company shall be entitled to injunctive relief, and I may be specifically compelled to perform my
obligations hereunder.
10.
Waiver. No delay or omission by the Company in exercising any right under this
Agreement will operate as a waiver of that or any other right. A waiver of consent given by the
Company on any one occasion is effective only in that instance and will not be construed as a bar to
waiver of any right on any other occasion.
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11.
Headings. Headings used in this Agreement are for reference purposes only and in no
way define, limit, construe or describe the scope or extent of such section or in any way affect
this Agreement.
12.
Assignment. This Agreement shall be binding upon and shall inure to the benefit of the
Company's successors and assigns.
13.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Venue. I agree that any claims arising out of this
Agreement may be brought in the United States District Court for the Southern District of New
York or in the New York Supreme Court, New York County, New York, and I agree that I shall
be subject to personal jurisdiction in these courts,
14.
Entire Agreement. This Agreement constitutes my entire agreement with the Company
on the subject matter of this Agreement and supersedes any previous understandings or
agreements, either verbal or written, with the Company relating to the subject matter. If a court
determines that any part of this agreement is void or otherwise not in effect, that determination
will not affect the remaining provisions and they will remain in effect. This agreement will not
be modified or amended except by a further writing signed by the Company and me.
15.
Survival of Contents. The provisions set forth in this Agreement shall survive the
termination of my employment with the Company.
Date: ____________________________
_______________________________________
Employee Signature
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