Non Disclosure Agreement
This NON-DISCLOSURE AGREEMENT (heinafter 'the Agreement') dated ________
BETWEEN
________ of ________
('The Employer')
AND
________
(The 'Employee')
(1) BACKGROUND
1.1. The Employee is presently in the employment of ________ in the role of ________ pursuant to the Contract of Employment signed between the parties on ________.
1.2. In the conduct of their employment, the Employee will be exposed to, receive or develop sensitive and proprietary information that is the property of the Employer and represents commercial value thereto.
1.3. The Employee in signing this Agreement acknowledge their legal obligation to refrain from disclosing information, material or knowledge of a proprietary or confidential nature as defined below (hereinafter 'Confidential Information').
1.4. The Agreement is made in consideration of the Contract of Employment between ________ and ________, signed ________.
(2) DEFINITION OF CONFIDENTIAL INFORMATION
For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include the following:
2.1. Customer information: any knowledge, material or information regarding customers, including but not limited to customer personal or non-personal data, such as customer names, customer contract information, customer purchase information including the type and number of products or services purchased, leased or licensed,
2.2. Business operational and financial information: any knowledge material or information regarding business assets and liabilities, internal services or operations, internal systems for managing and conducting business, business contacts, vendor names and information.
2.3. Accounting Information: any knowledge, material or information pertaining to the Employer's accounts and financial status. Including all financial statements, balance sheets, annual reports, profit and loss reports, payroll, accounts receivable, information regarding fixed costs, business and or financial projections.
2.4. Production Processes Information: any knowledge, material or information pertaining to the Employer's processes and methods employed in the development, manufacturing and production of their product. Including equipment, devices, designs, programs.
2.5. Product Information: any knowledge, material or information pertaining to the Employer's products, including the design, specifications, models of current and future products.
2.6. Services Information: any knowledge, material or information pertaining to the Employer's current and projected services.
2.7. Marketing and Development Information: any knowledge, material or information pertaining to the Employer's strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, existing or proposed bids.
2.8. Intellectual Property and Technology: any knowledge, material or information pertaining to the Employer's intangible assets of commercial value. Including, trade secrets, patents, copyrights, trademarks, design patents, present, purchased or pending, data processing systems, software programs, and original computer code designed by programmers employed by the Employer.
2.9. The obligation to refrain from disclosure binds the Employee irrespective of the form the communication of confidential information takes, whether it be written, recorded or orally expressed.
2.10. Communications and information comprising Confidential Information will be labeled as such.
(3) EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include the following:
3. 1. Information that is part of the public domain.
3.2. Information that is known to the Employee prior to its disclosure by the Employer.
3.3. Information acquired by the Employee through legitimate means independent of the Employer.
3.4. Information that the Employee has been authorised by the Employer to disclose.
(4) REPRESENTATIONS
4.1. In divulging Confidential Information as described above, the Employer makes no claim, expressly or impliedly as to completeness, adequacy or freedom from intellectual property infringement.
(5) OBLIGATIONS OF NON DISCLOSURE
5.1. The Employee undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.
5.2. The Employee shall refrain from making any public comment, statement or communication in respect of the without the express authorisation of the Employer.
5.3. In the event the Employee becomes aware of any real or potential unauthorised use disclosure of Confidential Information, they will immediately notify the Employer of the breach and take all reasonable measures in collaboration with the Employer to recover possession of this information or material.
5.4. The Employee agrees to maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.
5.5. The Employee submits to periodical reviews of their data protection and cyber security systems by the Employer to identify risks to information security.
5.6. The Employee agrees to return any Confidential Information in their possession at the request of the Employer, or upon the expiration or termination of the Contract of Employment. This includes any material that is connected to or derived from the Confidential Information here defined, any original versions of the Confidential Information, reproductions, outlines, analyses or comment thereon.
(6) NON COMPETE OBLIGATIONS
6.1. The Employer is not subjecting the Employee to non compete obligations under this Agreement.
(7) OWNERSHIP AND TITLE
7.1. Nothing in this Agreement grants the Employee any proprietary interest (trademark, copyright, patent or otherwise) in the information disclosed or license thereto.
7.2. The Employee in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Employer.
7.3. Nothing in this Agreement can be construed to establish a partnership or joint venture, the relationship existing between the Parties is that of Employer/Employee.
7.4. The Employee derives no financial or equitable rights or interests as a consequence of this Agreement, or their creation of Confidential Information which has a proprietary or commercial value. The consideration for the Employee's efforts is defined in a separate agreement, that is the Contract of Employment.
(8) 8855855
2.________. 52 252 28222 2552 252 52282222 82828 25 8255825222282 588288 252 525525258825 5888828552 22 822285222858 52225252822 22 5 25855 25522, 2522 2582 28582 222822 252 52282225 2552525 25285 822258522 8522588825. 8 52258825 52885822822 22 252 8858528252828 85552525822 252 525525258825 5888828552 2582 82 255288525 82 8582822 22 252 52282225.
2.________. 552 52282222 82 82222552822 8825 252 52282225 2582 2522 588 5258225882 82228 22 5282825 252 82225252822 8282 25 588882825 8825252 5525258852822, 525 228828 588 5258225882 828255828228 22 252 52282225 82 82 52822.
2.________. 52 252 28222 2552 252 52282222 88 52858525 82 858258 552525822 (82 2282522222 25 82552 25525) 22 5885822 822285222858 52225252822 22 5 858258 552525822, 2522 2582 82225852282 222822 252 52282225 2552525 25285 822258522 8522588825 525 822225522 8825 252 52282225 82 522582822 5 2522282822 25525 82 252 52282225 82 5222528228.
(9) DURATION OF NON DISCLOSURE AGREEMENT
9.1. The obligations defined in this Agreement are binding on the Employee for the following period of time ________ (________) months measured from the date on which this Agreement comes into effect, ________. The duration of the obligations of non disclosures are unaffected by the Employee's employment status with the Employer, such that if the Employee should cease to be engaged by the Employer before the expiration of ________ (________) months, they remain bound by the duties articulated in the Agreement.
(10) SEVERABILITY
10.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(11) REMEDIES
11.1. The Parties acknowledge that any unauthorised disclosure of confidential information cause significant and irreparable harm to the Employer, for which financial damages would be an inadequate remedy.
11.2. In the event of an unauthorised use, publication or sale of Confidential Information by the Employee, the Contract of Employment existing between the Parties is terminable at the Employer's behest.
11.3. In the event of a breach or threatened breach, the Employer is entitled to pursue all remedies available to them under the law, including but not limited to, specific performance, injunctive relief or other equitable relief.
(12) DISPUTE RESOLUTION
12.1. Any dispute, pertaining to the use, possession or disclosure of Confidential Information or otherwise connected to this Agreement, arising between the Employer and Employee should be first and foremost processed through the Employer's internal dispute resolution mechanism.
12.2. The Employer's chosen process for dispute resolution is as follows:
________
(13) DECLARATION
13.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable, effective as of the date of signing ________.
13.2. The Parties acknowledge that this Agreement is fair, reasonable and necessary to safeguard the legitimate business interests of the Employer.
13.3. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
______________________
________
Job title: ________
an authorised signatory on behalf of ________
(the Employer)
_________________________
________
(the Employee)
on this date ________.
Non Disclosure Agreement
This NON-DISCLOSURE AGREEMENT (heinafter 'the Agreement') dated ________
BETWEEN
________ of ________
('The Employer')
AND
________
(The 'Employee')
(1) BACKGROUND
1.1. The Employee is presently in the employment of ________ in the role of ________ pursuant to the Contract of Employment signed between the parties on ________.
1.2. In the conduct of their employment, the Employee will be exposed to, receive or develop sensitive and proprietary information that is the property of the Employer and represents commercial value thereto.
1.3. The Employee in signing this Agreement acknowledge their legal obligation to refrain from disclosing information, material or knowledge of a proprietary or confidential nature as defined below (hereinafter 'Confidential Information').
1.4. The Agreement is made in consideration of the Contract of Employment between ________ and ________, signed ________.
(2) DEFINITION OF CONFIDENTIAL INFORMATION
For the purposes of this Agreement and the relationship between the Parties, 'Confidential Information' shall include the following:
2.1. Customer information: any knowledge, material or information regarding customers, including but not limited to customer personal or non-personal data, such as customer names, customer contract information, customer purchase information including the type and number of products or services purchased, leased or licensed,
2.2. Business operational and financial information: any knowledge material or information regarding business assets and liabilities, internal services or operations, internal systems for managing and conducting business, business contacts, vendor names and information.
2.3. Accounting Information: any knowledge, material or information pertaining to the Employer's accounts and financial status. Including all financial statements, balance sheets, annual reports, profit and loss reports, payroll, accounts receivable, information regarding fixed costs, business and or financial projections.
2.4. Production Processes Information: any knowledge, material or information pertaining to the Employer's processes and methods employed in the development, manufacturing and production of their product. Including equipment, devices, designs, programs.
2.5. Product Information: any knowledge, material or information pertaining to the Employer's products, including the design, specifications, models of current and future products.
2.6. Services Information: any knowledge, material or information pertaining to the Employer's current and projected services.
2.7. Marketing and Development Information: any knowledge, material or information pertaining to the Employer's strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, existing or proposed bids.
2.8. Intellectual Property and Technology: any knowledge, material or information pertaining to the Employer's intangible assets of commercial value. Including, trade secrets, patents, copyrights, trademarks, design patents, present, purchased or pending, data processing systems, software programs, and original computer code designed by programmers employed by the Employer.
2.9. The obligation to refrain from disclosure binds the Employee irrespective of the form the communication of confidential information takes, whether it be written, recorded or orally expressed.
2.10. Communications and information comprising Confidential Information will be labeled as such.
(3) EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include the following:
3. 1. Information that is part of the public domain.
3.2. Information that is known to the Employee prior to its disclosure by the Employer.
3.3. Information acquired by the Employee through legitimate means independent of the Employer.
3.4. Information that the Employee has been authorised by the Employer to disclose.
(4) REPRESENTATIONS
4.1. In divulging Confidential Information as described above, the Employer makes no claim, expressly or impliedly as to completeness, adequacy or freedom from intellectual property infringement.
(5) OBLIGATIONS OF NON DISCLOSURE
5.1. The Employee undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party, including family and friends, and maintain Confidential Information in the strictest confidence.
5.2. The Employee shall refrain from making any public comment, statement or communication in respect of the without the express authorisation of the Employer.
5.3. In the event the Employee becomes aware of any real or potential unauthorised use disclosure of Confidential Information, they will immediately notify the Employer of the breach and take all reasonable measures in collaboration with the Employer to recover possession of this information or material.
5.4. The Employee agrees to maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unauthorised disclosure or acquisition.
5.5. The Employee submits to periodical reviews of their data protection and cyber security systems by the Employer to identify risks to information security.
5.6. The Employee agrees to return any Confidential Information in their possession at the request of the Employer, or upon the expiration or termination of the Contract of Employment. This includes any material that is connected to or derived from the Confidential Information here defined, any original versions of the Confidential Information, reproductions, outlines, analyses or comment thereon.
(6) NON COMPETE OBLIGATIONS
6.1. The Employer is not subjecting the Employee to non compete obligations under this Agreement.
(7) OWNERSHIP AND TITLE
7.1. Nothing in this Agreement grants the Employee any proprietary interest (trademark, copyright, patent or otherwise) in the information disclosed or license thereto.
7.2. The Employee in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Employer.
7.3. Nothing in this Agreement can be construed to establish a partnership or joint venture, the relationship existing between the Parties is that of Employer/Employee.
7.4. The Employee derives no financial or equitable rights or interests as a consequence of this Agreement, or their creation of Confidential Information which has a proprietary or commercial value. The consideration for the Employee's efforts is defined in a separate agreement, that is the Contract of Employment.
(8) 8855855
2.________. 52 252 28222 2552 252 52282222 82828 25 8255825222282 588288 252 525525258825 5888828552 22 822285222858 52225252822 22 5 25855 25522, 2522 2582 28582 222822 252 52282225 2552525 25285 822258522 8522588825. 8 52258825 52885822822 22 252 8858528252828 85552525822 252 525525258825 5888828552 2582 82 255288525 82 8582822 22 252 52282225.
2.________. 552 52282222 82 82222552822 8825 252 52282225 2582 2522 588 5258225882 82228 22 5282825 252 82225252822 8282 25 588882825 8825252 5525258852822, 525 228828 588 5258225882 828255828228 22 252 52282225 82 82 52822.
2.________. 52 252 28222 2552 252 52282222 88 52858525 82 858258 552525822 (82 2282522222 25 82552 25525) 22 5885822 822285222858 52225252822 22 5 858258 552525822, 2522 2582 82225852282 222822 252 52282225 2552525 25285 822258522 8522588825 525 822225522 8825 252 52282225 82 522582822 5 2522282822 25525 82 252 52282225 82 5222528228.
(9) DURATION OF NON DISCLOSURE AGREEMENT
9.1. The obligations defined in this Agreement are binding on the Employee for the following period of time ________ (________) months measured from the date on which this Agreement comes into effect, ________. The duration of the obligations of non disclosures are unaffected by the Employee's employment status with the Employer, such that if the Employee should cease to be engaged by the Employer before the expiration of ________ (________) months, they remain bound by the duties articulated in the Agreement.
(10) SEVERABILITY
10.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.
(11) REMEDIES
11.1. The Parties acknowledge that any unauthorised disclosure of confidential information cause significant and irreparable harm to the Employer, for which financial damages would be an inadequate remedy.
11.2. In the event of an unauthorised use, publication or sale of Confidential Information by the Employee, the Contract of Employment existing between the Parties is terminable at the Employer's behest.
11.3. In the event of a breach or threatened breach, the Employer is entitled to pursue all remedies available to them under the law, including but not limited to, specific performance, injunctive relief or other equitable relief.
(12) DISPUTE RESOLUTION
12.1. Any dispute, pertaining to the use, possession or disclosure of Confidential Information or otherwise connected to this Agreement, arising between the Employer and Employee should be first and foremost processed through the Employer's internal dispute resolution mechanism.
12.2. The Employer's chosen process for dispute resolution is as follows:
________
(13) DECLARATION
13.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable, effective as of the date of signing ________.
13.2. The Parties acknowledge that this Agreement is fair, reasonable and necessary to safeguard the legitimate business interests of the Employer.
13.3. In signing this Agreement, the Parties undertake to be wholly bound by its terms.
______________________
________
Job title: ________
an authorised signatory on behalf of ________
(the Employer)
_________________________
________
(the Employee)
on this date ________.
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