1. Purpose
The Employee acknowledges that in the course of their employment with the Employer, they may have access to confidential, proprietary, and trade secret information. This Agreement is intended to protect such information from unauthorized disclosure or misuse.
2. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or confidential information disclosed by the Employer to the Employee, including but not limited to:
- Business strategies, plans, and forecasts;
- Financial data and reports;
- Customer lists, vendor information, and pricing structures;
- Technical data, product designs, or specifications;
- Marketing strategies, software, and trade secrets;
- Any other information marked or otherwise identified as confidential.
Confidential Information does not include information that:
a. Is publicly known through no breach of this Agreement;
b. Was lawfully known to the Employee prior to disclosure by the Employer; or
c. Is independently developed by the Employee without reference to the Employer’s Confidential Information.
3. Obligations of the Employee
The Employee agrees to:
3.1. Maintain the confidentiality of all Confidential Information and not disclose it to any third party without the prior written consent of the Employer.
3.2. Use the Confidential Information solely for the purposes of performing their job duties for the Employer.
3.3. Return or destroy all copies of Confidential Information upon termination of employment or at the Employer’s request.
4. Exceptions and Required Disclosures
The Employee may disclose Confidential Information if required to do so by law or court order, provided the Employee:
a. Gives the Employer prompt written notice of the disclosure requirement; and
b. Cooperates with the Employer in seeking an appropriate protective order or other remedies to protect the confidentiality of the information.
5. Duration of Obligations
The obligations of confidentiality set forth in this Agreement shall remain in effect:
a. During the term of the Employee’s employment; and
b. For a period of [Insert Timeframe, e.g., “two (2) years”] following the termination of employment.
6. Remedies
The Employee acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Employer. Accordingly, the Employer shall be entitled to seek injunctive relief in addition to any other remedies available under law or equity.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert Jurisdiction], without regard to its conflict of laws principles.
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.
9. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
