NON-DISCLOSURE AND NON-COMPETE AGREEMENT
This Non-Disclosure and Non- Compete Agreement (“Agreement”) is entered into on [INSERT DATE], (“Effective Date”), by and between [NAME OF COMPANY] (the “Disclosing Party”) of address [address] and [NAME OF EMPLOYEE] (the “Recipient”) of address [address]. Disclosing Party and Recipient may each be referred to herein as a “Party”
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, the Parties agree to the foregoing and as follows:
Confidential Information. For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of the employment contract with the Company herein (including information conceived, originated, discovered or developed in whole or in part by the employee hereunder). Confidential Information does not include:
Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
Information the Receiving Party develops independent of any information originating from the Disclosing Party.
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information. Any information about the Company’s clients shall be treated as confidential including contact information.
For the entire duration of this agreement and for the time the Party’s Agreement with the Company has been terminated for any reason, the Party will not engage in any activity that poses unwarranted competition with the Company for a period of 5 years. The receiving party shall not contact any of the Company’s Clients or have any business dealings with them after employment contract is terminated.
The Party also agrees NOT to engage in any activity for and with any of the Company’s competitors during the lifetime of the Agreement between the Party and the Company.
Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party’s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation.
GOVERNING LAWS AND DISPUTES
This agreement has been made, interpreted and construed in accordance with the law of WAKFIELD MASSACHUSETTS.
Any disputes that may arise as a result of this agreement shall be solved through meditation. If both parties fail to reach an amicable solution, the parties may proceed to any court of competent jurisdiction.
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:
DISCLOSING PARTY RECIPIENT
OFFICIAL SIGNATURE________________ SIGNATURE _____________
TITLE ________________________ TITLE ______________________
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