员工保密协议 NDA 英文版

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Employee Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (“Agreement”) is being made between

____________________ (that’s “You”) located at _________________________________ and

____________________ (that’s “The Company”) located at ___________________________ on

_________________.

________________ (Employee) and _________________ (Company) may also be referred to as

“Party” or together as the “Parties”. This Agreement will become effective on

_____________________ (“Effective Date”).

You are interested in working for The Company, and The Company is excited to have You on the

team. As a part of your role, You will have access to proprietary and confidential information.

IN CONSIDERATION OF The Company hiring and paying You, and other good and valuable

consideration, You agree to the following:

1. Confidential Information

The confidential information (“Confidential Information”) includes any information that is

not known by the general public, whether it is in tangible form (i.e. – you can hold it) or

intangible form (i.e. – you can’t hold it), and through whatever means it is disclosed.

2. Use of Confidential Information

The Company is trusting You with our biggest secrets. You agree to keep the

Confidential Information completely confidential. You will treat the Confidential

Information with reasonable care and will exercise caution to prevent disclosing the

Confidential Information to others, even your very best friend.

If You lose or fail to maintain the confidentiality of any Confidential Information, You

must notify The Company within twenty-four (24) hours. You must also take any and all Page 2 of 5

steps necessary to recover the Confidential Information and prevent further unauthorized

use.

If You are required by law to disclose Confidential Information, You must notify The

Company of your legal requirement to disclose within three (3) business days of learning

of the requirement.

Notices must be made in accordance with Section 8 of this Agreement.

3. Ownership and Title

Nothing in this Agreement will convey a right, title, interest, or license in the Confidential

Information to You. The Confidential Information will remain the exclusive property of

The Company.

4. Return of Confidential Information

If for any reason You are no longer employed by The Company, or upon request of The

Company, You must return all tangible materials You have that embody the Confidential

Information, including all electronic and hard copies within twenty-four (24)

hours/immediately. This includes, but is not limited to, any notes, memos, drawings,

doodles, summaries, excerpts and anything else You have that is derived from the

Confidential Information.

5. Term and Termination

This Agreement will remain in effect beginning on the Effective Date and will continue

until You are no longer employed by The Company. Your obligation to hold in

confidence the Confidential Information will remain in effect indefinitely.

6. Remedies

The Parties agree the Confidential Information is unique in nature and money damages

will not adequately remedy the irreparable injury breach of this Agreement may cause

The Company. In the event of a breach of this Agreement, The Company is entitled to Page 3 of 5

seek disciplinary action, up to and including termination. The Company may also seek

injunctive relief, as well as any other remedies that are available in law and equity.

7. General

a. Amendments. This Agreement may be modified as needed. To make a

modification, the Parties must agree to the modification in writing in the form of

an amendment. The terms of this Agreement will apply to any amendment made

unless otherwise stated in the amendment.

b. Assignment. The Parties may not assign the responsibilities they have under

this Agreement to anyone else.

c. Choice of Law. This Agreement will be interpreted based on the laws of

the

State of ____________, regardless of any conflict of law issues that may arise.

The Parties agree that any dispute arising from this Agreement will be resolved at

a court of competent jurisdiction located in the State of ____________.

d. Complete Contract. This Agreement constitutes the Parties entire understanding

of their rights and obligations. This Agreement supersedes any other written or

verbal communications between the Parties.

e. Disclaimer. Everyone makes mistakes, including us. The Company does not

represent or warrant the Confidential Information is correct and accurate or

complete.

f. Relationship of Parties. This Agreement does not create a joint venture,