Non-disclosure agreement

Limited Liability play along XXX (address), represented by its Director Name Name, and hereinafter referred to as COMPANY, on the unrivaled hand, and _ (address)___, hereinafter referred to as EMPLOYEE, have concluded this Agreement upon the following 1. Subject.The Agreement is concluded in govern to prevent the unauthorized disclosure of underground Information as defined below. The parties agree and acknowledge get in into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (hereinafter termed as mysterious Information). This Agreement sh alone govern the conditions of disclosure.2. Definition of Confidential Information. For purposes of this Agreement, Confidential Information shall include all technical information, business information or material that has or could have commercial value or other utility in the business in which the COMPANY is engaged. It includes all methods, processes, formulae, systems, techniqu es, inventions, patents, trade secretes, computer programs, search projects, business methods, financial data, etc.Confidential Information may be in form of electronic documents and files, physical documents and oral communications. If Confidential Information is transmitted orally, the COMPANY shall indicate in writing that such(prenominal) communication be constituted as Confidential Information. Confidential information also includes any pen works, which were produced by the EMPLOYEE at the COMPANYs demand. The COMPANY shall label or stamp all indite documents with the wording CONFIDENTIAL, acting as an indicator.3. Exclusions from Confidential Information. EMPLOYEEs obligations under thisAgreement does non channel to information that is(a) Publicly known at the time of disclosure, or subsequently becomes publicly known by dint of no fault of the EMPLOYEE(b) Learned by the EMPLOYEE through legitimate means other than from the COMPANY or COMPANYs representatives(c) Is disc overd by COMPANY with COMPANYs prior written favorable reception or(d) Is produced by the EMPLOYEE before the COMPANY actually discloses it to the EMPLOYEE.4. Obligations of EMPLOYEE. EMPLOYEE shall hold and maintain the ConfidentialInformation in strictest confidence, for the sole and exclusive benefit of the COMPANY. EMPLOYEE shall carefully restrict access to Confidential Information to other employees, contractors and thirdly parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. EMPLOYEE shall not, without prior written approval of COMPANY, use for EMPLOYEEs own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their personal benefit or to the detriment of COMPANY, any Confidential Information.EMPLOYEE shall return to COMPANY any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confiden tial Information immediately, if the COMPANY requests it in writing. EMPLOYEE shall return to the COMPANY all material and documents that contain Confidential Information, and shall not retain any of these copies. EMPLOYEES shall not disclose CONFIDENTIAL INFORMATION to future employers or use it themselves, at any time even after termination.5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either troupe a partner, joint venturer or employee of the other party for any purpose.6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be valid and see so as best to effect the intent of the parties.7. Integration. This Agreement expresses the complete understanding of the parties with respect to the domain matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. COMPANY pull up stakes be entitled to obtain an injunction to ensure that no infringement of this Agreement occurs.This Agreement and apiece partys obligations shall be binding on the representatives, assigns and successors in interest of such party. Each party has signed this Agreement in WITNESS.________________________________________(EMPLOYEES Signature)________________________________________(Typed or Printed Name)Date _____________________________________________________________(COMPANYS Signature)________________________________________(Typed or Printed Name)Date _______________________________________________________________(Witness 1 Signature)________________________________________(Typed or Printed Name)Date _______________________________________________________________(Witness 2 Signature)________________________________________(Typed or Printed Na me)Date _________________Referenceshttp//inventors.about.com/gi/dynamic/offsite.htm?zi=1/XJ/Ya&sdn=inventors&cdn=money&tm=347&gps=197_10_588_283&f=00&tt=14&bt=1&bts=1&zu=http%3A//www.inventnet.com/nondisclosure.htmlhttp//www.inventionconvention.com/ncio/inventing101/003.htmlhttp//www.ilrg.com/forms/non-disc.htmlhttp//www.score.org/downloads/NonDisclosureAgreement.pdf