NON-DISCLOSURE AGREEMENT
I, the undersigned, am aware that I am an employee or a subcontractor of Centific Global
Solutions, Inc. (“Centific”). Centific’s client (“Client”) and Centific have entered into a
services agreement (“Agreement”) for services, and I fully understand that it imposes certain
obligations on Centific and its personnel, some of which are specifically set forth below.
I understand that as part of Centific’s obligations under the Agreement, Centific is required to
obtain this written agreement from all Centific personnel assigned to work at Client, and that I
may be required to execute additional documents prior to my working for Client.
In consideration of my future assignment and/or responsibilities in connection with Centific’s
performance under this Agreement, I hereby acknowledge, represent and confirm to Centific
and Client as follows: (a) I have read the provisions of this Non-Disclosure Agreement
(“NDA”), understand and agree to each term of this NDA, and know of no agreements,
obligations, or restrictions which prevent or prohibit me from complying with them; (b) I will
receive and maintain all Client’s Confidential Information, perform services, and conduct
myself, in all respects during the term of the Agreement and for the requisite periods thereafter,
in a manner consistent with these obligations under this NDA; and (c) I agree not to, directly
or indirectly, engage in or assist others to engage in, any activity or conduct which violates this
NDA.
I irrevocably assign, grant and transfer ownership to Centific, its successors and assigns,
without royalty or any further consideration, my entire right, title, and interest (including all
patent, copyright, trade secret, and other intellectual property rights) in all inventions,
discoveries, improvements, innovations, ideas, designs, drawings, works of authorship,
formulas, methods, techniques, concepts, configurations, compositions of matter, computer
programs, computer code, writings, or any combination thereof, whether or not subject to patent,
copyright, trademark or trade secret protection (“Work Products”), produced or created by me,
alone or in conjunction with others, for Centific as a result of, or related to, performance of
work or services under the Agreement. I hereby acknowledge that all Work Products are owned
or licensed by Client. This assignment is effective as of the creation of any protectable Work
Products. I will cooperate with all lawful efforts of Centific to register and enforce this
assignment. I shall execute and aid in the preparation of any papers that Centific may consider
necessary or helpful to obtain or maintain any patents, copyrights, trademarks, or other
proprietary rights at no charge to Centific. I agree to waive all moral rights relating to the Work
Products, including, without limitation, any and all rights of identification of authorship, and
any and all rights of approval, restriction or limitation on use or subsequent modifications,
distortion, mutilation, or destruction.
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I agree that during the course of this engagement, I may obtain, have access or be exposed to
Client's Confidential Information (as defined below, whether in written, oral, electronic or other
form), from Client or others, or otherwise prepared or discovered either in the performance of
my work or through access to Client’s information systems, or while on Client’s premises. I
acknowledge that services I perform for Client may relate to past, present, or future strategies,
plans, business activities, methods, processes and/or information that afford Client certain
competitive or strategic advantages. As used herein, the term “Confidential Information” shall
include, without limitation and regardless of how obtained:
(a) all items described above;
(b) all Work Products, including deliverables; all information designated by Client as
confidential, including all personal data which is hereby designated as confidential;
(c) all information or data concerning or related to Client products (including but not limited
to the discovery, invention, research, improvement, development, manufacture, or sale
thereof), processes, or general business operations (including but not limited to sales costs,
profits, pricing methods, organization, Client’s name, and employee lists);
(d) all the space, the offices, the premises, the systems, or the location where I am working;
(e) all software in source code or object code, processes, specifications, or data; and
(f) any information obtained through access to any information systems (including but not
limited to computers, networks, voicemail, etc.) or otherwise, which is of such a nature that
a reasonable person would believe it to be confidential or proprietary.
I agree to:
(a) use any and all Confidential Information for no other purpose than the purpose
contemplated under the Agreement and specifically agrees not to use the Confidential
Information for any commercial and/or personal purposes.
(b) at all times to hold all Confidential Information in trust and confidence for Client.
(c) except as may be authorized by Client, I shall not disclose to any person, firm, or enterprise,
or use for my own benefit, any Confidential Information, and even when so authorized by
Client, I shall limit access and disclosure only to as necessary to perform my duties for
Client.
(d) take all possible measures to protect the secrecy of and avoid disclosure or use of
Confidential Information by a third party.
(e) take all measures in order to prevent the Confidential Information from falling into the
public domain or the possession of persons.
(f) at all costs, to avoid unauthorized dissemination or publication of Confidential Information.
(g) not to disclose to any third party, without the prior written consent of Client, this NDA or
the terms of this NDA and the fact that Confidential Information has been disclosed to me.
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(h) not to disclose to any third party the Client’s name and the fact that I worked for Client
through any medium or social media, including but not limited to Linkedin, Facebook, CVs,
etc., or even using WhatsApp groups to communicate about Confidential Information.
I understand that if I threaten to or actually breach or fail to observe any of the obligations set
forth in this NDA, Client will be subject to irreparable harm which will not be adequately
satisfied by damages. I understand that Client and Centific will have full recourse under the law
against me in case I breach this NDA.
In addition, I agree and represent that I am not Client’s agent or employee for federal, state,
and local tax purposes or any other purposes whatsoever, and am not entitled to any Client
employee benefits. Unless specifically authorized in writing by Client, I shall not enter into
any contract, sign any agreement, incur any expense, or otherwise take action on behalf of or
in the name of Client. Notwithstanding any other relationship that I may have with Client to
the contrary, nothing contained in the Agreement and this NDA is intended to, nor shall it be
deemed or construed to, constitute Client and me as partners, joint venturers, or otherwise
other than as an independent contractor.
This NDA shall be governed by and interpreted in accordance with the laws of the State of
Washington, without regard to its conflict of laws provisions. Any dispute, controversy, or
claim arising out of or relating to this Agreement shall be submitted to the jurisdiction of the
Superior Court of Washington for King County.
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I HAVE READ, UNDERSTAND, AND FULLY AGREE TO THE TERMS OF THIS
NDA.
Signature
Name (Type or Print):
Date: