Identification of Employer and Employee
This agreement (the "Agreement") is entered into by and between ("Employer") and ("Employee").
|New Hire||In consideration of the commencement of Employee's employment with Employer and the compensation that will be paid, Employee and Employer enter into this Agreement.|
In the performance of Employee's job duties with Employer, Employee will be exposed to Employer's Confidential Information. "Confidential Information" means information or material that is commercially valuable to Employer and not generally known in the industry. Employee shall keep Confidential Information, whether or not prepared or developed by Employee, in the strictest confidence. Employee will not disclose such secrets to anyone outside Employer without Employer's prior written consent. Nor will Employee make use of any Confidential Information for Employee's own purposes or the benefit of anyone other than Employer.
However, Employee shall have no obligation to treat as confidential any information which: (a) was in Employee's possession or known by Employee, without an obligation to keep it confidential, before such information was disclosed to Employee by Employer; (b) is or becomes public knowledge through a source other than Employee and through no fault of Employee; or (c) is or becomes lawfully available to Employee from a source other than Employer.
To protect the Confidential Information while Employee is employed by Employer, and for thereafter, Employee shall not:
plan for, acquire any financial interest in, or perform services for (as an employee, consultant, officer, director, independent contractor, principal, agent or otherwise) any business that would require Employee to use or disclose any Confidential Information; or
perform services (as an employee, consultant, officer, director, independent contractor, principal, agent, or otherwise) that are similar to Employee's current duties or responsibilities for any person or entity that, during the term of this Agreement, engages in any business activity in which Employer is then engaged or proposes to be engaged and that conducts its business in the following territory: .
While Employee is employed by Employer, and for thereafter, Employee shall not:
employ, attempt to employ, or solicit for employment by any other person or entity, any Employer employees;
encourage any consultant, independent contractor, or any other person or entity to end their relationship or stop doing business with Employer, or help any person or entity do so or attempt to do so;
solicit or attempt to solicit or obtain business or trade from any of Employer's current or prospective customers or clients or help any person or entity do so or attempt to do so; or
obtain or attempt to obtain any Confidential Information for any purpose whatsoever except as required by Employer to enable Employee to perform his or her job duties.
Confidential Information of Others
Employee will not disclose to Employer, use in Employer's business, or cause Employer to use, any information or material that is a trade secret of others.
Right to an Injunction
A breach or threatened breach of this Agreement may result in irreparable harm such that money damages would be an inadequate remedy and extremely difficult to measure. In addition, the Employer shall be entitled to an injunction to restrain Employee from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing Employer from pursuing any remedy at law or equity for any breach or threatened breach.
This Agreement will survive the termination, for any reason, of Employee's employment with Employer.
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing signed by both parties.
Successors and Assignees
This agreement binds and benefits the heirs, successors, and assignees of the parties.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This agreement will be governed by and construed in accordance with the laws of the state of .
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Employee has carefully read and considered all clauses of this Agreement and agrees that all of the restrictions set forth are fair and reasonably required to protect Employer's interests. Employer will provide Employee with a copy of this agreement after it is signed by both parties.
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