THIS AGREEMENT is made the _ day of __________ year _
BETWEEN:
(1) _____(the ‘Company’); and
(2) _____ (the ‘Employee’).
WHEREAS:
(A) The Company agrees to give the Employee access to certain confidential information relating to the affairs of the Company solely for purposes of: _____
(B) The Employee agrees to obtain, inspect and use such information only for the purposes described above, and otherwise to hold such information confidential and secret pursuant to the terms of this agreement.
[(C) The Employee and the Company are in discussions with a view to the possible future employment of the Employee by the Company, and in consideration of the Company entering into such discussions and in further consideration of the payment to the Employee by the Company of the sum of _, the Employee has agreed to give the undertakings hereinafter contained.]
NOW IT IS HEREBY AGREED as follows:
- The Company has or shall furnish to the Employee confidential information (‘Information’), described on the attached list, and may further allow suppliers, customers, employees or representatives of the Company to furnish such information to the Employee. Such Information includes but is not limited to the information described on the attached list attached hereto. It also includes any confidential or proprietory information, trade secrets and Information about the Company’s customers, suppliers and employees which may be furnished to the Employee.
The Employee agrees to hold all such Information in trust and confidence and agrees that the Information shall be used only for the contemplated purpose, and not for any other.
- No copies may be made or retained of the Information without the Company’s written consent.
- [If the discussions between the Employee and the Company shall conclude without the Employee being employed by the Company or] upon demand by the Company, all Information, including written notes, photographs, or memoranda containing the same shall be promptly returned to the Company. The Employee shall retain no copies or written documentation relating thereto.
- This Information shall not be disclosed to any third party, whether or not an employee of the Company, unless the third party agrees to execute and be bound by the terms of this agreement, and disclosure is first approved by the Company in writing.
- The Employee shall have no obligation with respect to any information known by the Employee, or generally known within the industry prior to date of this agreement, or that shall become common knowledge within the industry thereafter, or which the Employee is entitled to disclose.
- The Employee acknowledges the Information disclosed herein contains proprietary or trade secrets and in the event of any breach, the Company shall be entitled to apply for injunctive relief and to claim for damages of breach.
- This agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
- This constitutes the entire agreement between the parties. Any amendments to this agreement shall only be valid if both parties confirm such amendments in writing.
IN WITNESS OF WHICH the parties have signed this agreement the day and year first above written
Signed for and on behalf of the Company by
Director
Director/Secretary
Signed by or on behalf of the Employee
in the presence of (witness)
Name _____
Note: The matters arising in respect of an employee or an independent consultant with regard to confidentiality are often very similar. It is suggested that you examine before use.
