CONFIDENTIALITY & NON-COMPETITION AGREEMENT
This Confidentiality Agreement (Agreement) is entered into this __
day of _________ (Month) ______________ (Year) in __________ (Place of
Execution) by and between ___________________ (Company), a
corporation
with
principal
place
of
business
_______________________________ and _________________ ("Employee").
1. For the purpose of this Agreement, confidential information
means information or material proprietary of the Company, whether
written or oral, tangible or intangible, which is known or disclosed to
the employee, by reason of his/her employment with the Company.
Confidential information may include, without limitation, data, knowhow, trade secrets, designs, plans, software, drawings, specification,
algorithms, reports, customer and supplier lists, pricing information,
marketing techniques, materials, client information, client purchase,
infrastructure, products, support/maintenance keys whether related
to the Companys past, present, or future business activities,
research or development, or products, as well as personal or
confidential
information
pertaining
to
or
about
any
of
its
stockholders, officers, directors, agents, or employees.
2. The Employee shall not disclose, directly or indirectly, any
confidential information to any person, entity or corporation. The
Employee shall not use any confidential information other than for
the benefit of the Company. In addition, the Employee shall not
copy, record, or reproduce any confidential information for any
purposes whatsoever.
3. The Employee shall maintain adequate procedures to prevent the
unauthorized
disclosure,
use,
or
reproduction
of
confidential
information. At the Companys request, the Employee shall return all
confidential information it has received to the former.
4. This Agreement is effective not only for the duration of the
Employees employment with the Company but lasts even after
his/her separation from the Company.
5. Any unauthorized disclosure of confidential information may be a
ground
for
disciplinary
action,
including
termination,
and/or
damages against the offender. Further, any violation of this
confidentiality
undertaking
and/or
any
of
the
undertakings,
commitments, and representations of the Employee may constitute
immediate and irreparable damage and harm to the Company.
Without prejudice to any other rights and remedies otherwise
available to the Company, the Employee agrees that the Company
shall be entitled to seek injunctive or other equitable relief. Such a
remedy shall not be deemed to be the exclusive remedy for a
breach of this undertaking, but shall be, in addition to all other
remedies available to the Company at law or equity.
6. During the effectivity of this Agreement, and for a period of Six
(6) month after termination thereof for any reason whatsoever, the
Employee shall not, directly or indirectly, whether solely or jointly,
with any person or entity, carry on, be engaged, or be interested in
any business of the same or substantially similar business with that
of the Company or any significant component thereof, or permit
their names to be used in connection with any such business of the
said person or entity.
7. In the event that the Employee violates the confidentiality, noncompete and/or any of his/her undertakings, commitments, and
representations, the Employee agrees that the Company may bring
such legal actions against him/her as may be allowed by law and
he/she agrees to pay all liabilities and to indemnify the Company, its
stockholders, officers, directors, representatives, employees, and
assigns in the amount equivalent to the monetary value of the
employees compensation package for 6 months or an amount no
less
than
_______________________
(Amount
in
Letters)
Pesos
(P____________ Amount in Numbers), whichever is higher, as
liquidated damages, without prejudice for any loss, damage, or
expense which they may suffer by reason of such violation,
including, without limitation, legal fees and expenses, and other
costs of suit incurred in connection with such litigation.
IN WITNESS WHEREOF, the parties have signed this Agreement on
the date and the place above-written.
_________________________
By
___________________________
_________________________
Signed in the presence of:
________________________
________________________
Employee
