Free Employee Confidentiality Agreement

Employee Confidentiality Agreement
This Confidentiality Agreement ("Agreement") is made and effective the ___________ (Date), by and between ____________________ ("Employee") and _______________ ("Employer").

WHEREAS, the Employer wishes to hire the Employee. During the Employer and Employee’s relationship, the Employee may review certain materials and products of the Employer and the Employer wishes to retain confidentiality about the same.

THEREFORE IN CONSIDERATION THEREOF, the Employee and Employer hereby agrees to the following terms and conditions set forth herein:

1. Confidential Information.  Employer proposes to disclose certain of its confidential and proprietary information ("Confidential Information") to Employee.  Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Employee by Employer. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure.  Nothing herein shall require Employer to disclose any of its information.

2.    Employee's Obligations:

A. Employee agrees that the Confidential Information is to be considered confidential and proprietary to Employer and Employee shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Employer, and shall disclose it only to its officers, directors, or employees with a specific need to know.

B. Confidential Information furnished in tangible form shall not be duplicated by Employee except for purposes of this Agreement.  Upon the request of Employer, Employee shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within fifteen (15) days of such request.

3. Term.  The obligations of Employee herein shall be effective today and from the date the Employer last discloses any Confidential Information to Employee pursuant to this Agreement.

4. Authorized Disclosure. Employee shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Employee; is rightfully received by Employee without obligations of confidentiality; or is developed by Employee without breach of this Agreement; provided.

5. No License. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.  It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

_________________________                                  _______________________

Employee                                                                    Employer

_________________________                                  _______________________

Date                                                                            Date