For the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information").

 

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which CompanyName is engaged. If Confidential Information is in written form, the CompanyName shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the CompanyName shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Employee's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Employee; (b) discovered or created by the Employee before disclosure by CompanyName; (c) learned by the Employee through legitimate means other than from the CompanyName or CompanyName's representatives; or (d) is disclosed by Employee with CompanyName's prior written approval.
3. Intellectual Property. The Employee hereby irrevocably assigns to CompanyName and any future Company that arises from CompanyName all the rights, title, and interests in all Intellectual Property arising from the scope of work assigned to CompanyName, whereby Intellectual Property means: (a) contributions and inventions, discoveries, creations, developments, improvements, works of authorship and of any kind that are conceived, created, developed or reduced to practice by the Employee, alone or with others in relation to CompanyName; and (b) any and all patents, patent applications, copyrights, trade secrets, trademarks (whether or not registered), domain names and other intellectual property rights, worldwide, with respect to CompanyName.
4. Competition. The Employee will not acquire shares in any other projects, nor undertake to provide services to any other projects that compete in any way, directly or indirectly, with the CompanyName projects, services, products, and the future Companies associated with CompanyName, unless written consent is provided by the CompanyName.
5. Obligations of Employee. Employee shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the CompanyName. Employee shall carefully restrict access to Confidential Information to employees, contractors, and third 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 the prior written approval of CompanyName, use for Employee's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of CompanyName, any Confidential Information. Employee shall return to CompanyName any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if CompanyName requests it in writing.
6. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Employee's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until CompanyName sends Employee written notice releasing Employee from this Agreement, whichever occurs first.
7. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose.
8. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best effect the intent of the parties.
9. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing and signed by both parties.
10. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
11. Notice of Immunity. The employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to the court order.

 

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.