CONFIDENTIALITY AND NONCOMPETE EMPLOYEE AGREEMENT
I, , for and in consideration of my employment by XYZ or an Affiliate thereof (both as hereinafter defined), my position of responsibility and trust, the special knowledge I will gain, the wages and benefits to be paid or provided to me, and being given access to Confidential Information (as hereinafter defined), hereby make the following promises and agreements with Company and its successors where allowed by law.
For purposes of this Agreement:
- "Company" means XYZ Corporation, which does business as XYZ.
- "Confidential Information" means information of any type, not generally known, about the business, processes, services, products, suppliers, customers, decisions, or plans of Company or of any customer of Company (regardless of whether Company has executed a confidentiality agreement with such customer), which is used or useful in the conduct of Company's business, or which confers or tends to confer a competitive advantage over one who does not possess such information. Such information includes, but is not limited to: designs, processes, procedures, formulae and improvements; information relating to trade secrets, know-how, research, development, design, engineering, quality control or service techniques; information about existing, new or envisioned Company products, processes or services, their development or performance; information relating to quotation, purchasing, accounting, sales, marketing, or pricing including financial or business planning information, financial statements and forecasts, business plans, product pricing information and customer and supplier lists; and marketing programs and methods.
- "Conflicts of Interest" means any activity which creates a conflict between Company and my personal interests, including, but not limited to: (i) owning a financial interest in any Person which does business with Company (except where such interest consists of ownership of securities in a publicly owned corporation); (ii) rendering services to any Person which does business with Company; accepting gifts (of more than token value), loans (other than from established financial institutions), excessive entertainment, or other substantial favors from any Person which does business or is seeking to do business with Company; representing the Company in any transaction in which I have a substantial interest; (v) using Confidential Information for personal gain; (vi) competing with Company, directly or indirectly, in the purchase or sale of property, products, or services; (vii) transacting personal business with any Person so as to cause such Person to believe he is dealing with Company rather than me as an individual; and (viii) rendering employment services to Company that may violate a prior contract between Employee and another Person or improperly using or disclosing trade secrets of another Person.
- "I, me, my, or other personal pronoun" means the individual executing this agreement as an employee of Company and, asapplicable, his personal representatives, heirs and assigns.
- 1.5 "Person" means any natural person, corporation, partnership, limited liability corporation, joint venture, unincorporated association, sole proprietorship, or other entity utilized for conducting business.
- Confidential Information
- I shall not, directly or indirectly, use or disclose, or take or remove from the possession of Company, any Confidential Information during my employment by Company except in connection with the performance of my authorized duties as an employee of Company.
- I shall not, upon the termination of my employment for any reason or purpose, without the express written consent of Company, directly or indirectly, use or disclose, or take or remove from the possession of Company, any Confidential Information used by me or anyone else in the employment of the Company.
- Upon the termination of my employment with Company I shall deliver to Company all documents in my possession which contain any Confidential Information, including all copies thereof, regardless of whether such documents were prepared by me or by others.
- I acknowledge and agree that while employed by Company and for a one (1) year period following termination of my employment with Company for any reason, I shall not, directly or indirectly, accept employment with or render services to: any Person, including any customer of Company, which is engaged in the Business of Company; or otherwise participate in any business whether as a shareholder, partner, joint venturer, sole proprietor, director, trustee, officer, employee, agent, consultant, independent contractor, or otherwise which is engaged in the Business of Company within a fifty (50) mile radius of any office of the Company. I further agree that the Business of Company is the training of individuals in the use of computers and computer software, whether directly through the actual offering and conducting of such training or indirectly through the franchising and training of other Persons which offer or conduct such training, together with any method, training aids, computer software, or other technology relating to such training now or hereafter utilized or developed.
- Non-solicitation; Non-interference
- While employed by Company and for a one (1) year period thereafter, I shall not, directly or indirectly, individually or on behalf of any Person, solicit or induce or assist in any manner in the solicitation or inducement of any employee of Company to render services to or for my benefit or that of another Person.
- While employed by Company and thereafter, I shall not directly or indirectly, individually or on behalf of any Person, solicit or induce any customer, supplier, or other Person having a contractual or business relationship with Company to terminate or otherwise alter such relationship, or in any other manner interfere with such relationship, or interfere with any prospective business relationship or advantage which the Company has with any Person.
- Conflicts of Interest
- While employed by Company, I will promptly and fully disclose, and unless the President of the Company consents, refrain from engaging in, any Conflict of Interest.
- General Provisions
- The promise and agreements which I have made herein, shall be binding upon my heirs and legal representatives and shall inure to the benefits of Company and its successors and assigns.
- In the event of the unenforceability or invalidity of any section or provision of this Agreement, such section or provision shall be enforceable in part to the fullest extent permitted by law, such invalidity or unenforceability shall not otherwise affect any other section or provision of this Agreement, and this Agreement shall otherwise remain in full force and effect.
- This Agreement constitutes the entire agreement between the Company and me with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements with respect thereto. This agreement does not supersede any other agreement (s) which I may have with Company which is unrelated to the subject matter of this agreement except where and in so far as any such other agreements or portion thereof is in conflict with this Agreement. This Agreement is not a guarantee of employment nor a contract of employment for any term, the employment being "at will".
- Upon termination of my employment with Company for any reason, and for a period of one (1) year thereafter, I shall immediately notify Company of any change of my address and the name and address of my subsequent employers.
- This Agreement may be amended only by an agreement in writing between the parties.
- This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the state of (name of state or commonwealth), and I hereby waive all objections to such jurisdiction. (If your company has an Alternative Dispute Resolution program (e.g., mediation or arbitration) for all employees, then this language should refer to that agreement.)
- I agree that money damages alone will not be a sufficient remedy for any breach of the provisions of this Agreement by me, and that in addition to all other remedies Company may have, Company shall be entitled to specific performance, injunctive or such other equitable relief appropriate by a court of competent jurisdiction and I waive the securing or posting of any bond in connection with such remedy.
- This agreement shall be binding upon the parties hereto if the employer sells, appoints an administrator, lessees, or assigns. This agreement and this clause will not be applicable to any other operation of the acquiring company.
- No Other Employment. I warrant to the Company that I am not under any other contract or agreement that precludes me from becoming an employee of the Company. I further warrant that in performing my duties as an employee of the Company, I will not use and do not possess any confidential or proprietary information, trade secrets, or other property of any kind which will violate or could result in a violation of any contract, agreement, or legal right of any other party. I agree to indemnify and hold harmless the Company, its directions, officers, employees and agents from and against any and all claims, losses and damages arising directly or indirectly from a breach of the warranties provided by me in this Section 6.8 or a violation by me of any trade secret, proprietary or confidential information, obligation, or property or legal rights of any other party.
THE UNDERSIGNED HAS READ THIS AGREEMENT IN ITS ENTIRETY AND UNDERSTANDS IT. I FURTHER ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE WITH REGARD TO THE TERMS OF THIS AGREEMENT. FINALLY, I ACKNOWLEDGE THAT EXECUTION OF THIS AGREEMENT IS MY FREE ACT AND DEED AND THAT I HAVE BEEN FURNISHED WITH A COPY THEREOF.
ACCEPTED for and on behalf of Company, this day of , 20___.