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Trade Secrets Agreement
In consideration of being employed by (Company), the undersigned hereby agrees and acknowledges:
01. That during the course of my employment there may be disclosed to me certain trade secrets of the Company; said trade secrets consisting of:
(a) Technical information: Methods, processes, formula compositions, inventions, machines, computer programs and research products.
(b) Business information: Customer lists; pricing dates; sources of supply; and marketing, production, or merchandising systems or plans.
02. I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others any trade secrets, confidential information, or any other data of the Company in violation of this agreement.
03. That upon the termination of my employment from the Company:
(a) I shall return to the Company all documents relating to the company, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by me during the course of my employment. I further agree that I shall not retain any copies of the foregoing.
(b) The Company may notify any future or prospective employer of the existence of this agreement.
(c) This agreement shall be binding upon me and my personal representatives and successors in interests, and shall inure to the benefit of the Company, its successors and assigns.
(d) The unenforceability of any provision to this agreement shall not impair or affect any other provision.
(e) In the event of any breach of this agreement, the Company shall have full rights to injunctive relief, in addition to any other existing rights.
04. Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
05. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, rebets and enforced as so limited.
06. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
07. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
08. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
09. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
11. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
12. Applicable Law. This Agreement shall be governed by the laws of the State of __________.