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Employee's Agreement Not To Disclose Trade Secrets
1. Introduction. Agreement made on [Date] by [Name] of [Address], hereinafter referred to as "Employee", and [Name] of [Address], hereinafter referred to as "Employer", agree as follows:
2. Consideration for Agreement. In consideration of Employee's employment by [name] (Employer), Employee agrees to the following terms and conditions.
3. Acknowledgment That Certain Papers, Lists, Processes, Etc., Are Trade Secrets. Employee acknowledges that the following items used in Employer's business are secret, confidential, unique, and valuable, were developed by Employer at great cost and over a long period, and disclosure of any of the items to anyone other than Employer's officers, agents, or authorized employees will cause Employer irreparable injury:
a. Customer lists, call lists, and other confidential customer data;
b. Memoranda, notes, records, and other confidential technical data;
c. Sketches, plans, drawings, and other confidential research and development data; or
d. Manufacturing processes, chemical formulas, and the composition of Employer's products.
4. Agreement Not to Disclose Information. Employee will not disclose to anyone, other than Employer's officers, agents, or authorized employees, unless otherwise directed in writing by Employer's Board of Directors, any of the items listed in Paragraph 3 or any of Employer's other confidential information or trade secrets, whether developed before or after the date of this Agreement.
5. Information Developed by Employee. The restrictions contained in this Agreement include confidential information and trade secrets developed by Employee while employed by Employer.
6. Agreement Binding After Employment Ends. This Agreement shall not terminate upon the termination of Employee's employment. Its terms and conditions shall be binding upon Employee following the termination of Employee's employment, regardless of the reason for such termination.
7. Return of Secret and Confidential Material Upon Termination of Employment. Upon termination of Employee's employment for any reason, Employee at once will return to Employer all of Employer's secret and confidential material that is in Employee's possession or control.
8. Agreement Benefits Employer's Successors, Assigns, Affiliates, and Subsidiaries. This Agreement shall inure to the benefit of Employer and Employer's subsidiaries, affiliates, successors, and assigns.
9. Enforcement of Agreement. This Agreement can be enforced by Employer and by Employer's subsidiaries, affiliates, successors, and assigns. Either equitable relief or damages at law or both may be sought for breaches or threatened breaches of this Agreement.
10. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
11. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.
12. This Agreement supersedes any prior oral agreements between the parties.
13. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
14. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
15. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
16. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
17. Time of The Essence. Time is the essence of this agreement.
18. Applicable Law. This Agreement shall be interpreted in accordance with the laws of [state].
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
Name of Employee
Name of Employer
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]