Employee Non-Disclosure Agreement
I, , an employee (the “Employee”) of ABC Employer, Inc., (the “Corporation”), in consideration of my employment or the continuation of my employment with the Corporation, and other good and valuable consideration, receipt of which is hereby acknowledged, hereby agree and undertake as follows:
1. For the term of my employment, and thereafter, I shall not disclose to others or use, except as authorized by the Corporation, any confidential information of the Corporation that I may acquire or originate during my employment.
2. Upon termination of my employment, at any time and for any reason, I will surrender to the Corporation any and all documents, photographs, diagrams, computer software and any other materials that I have in my possession containing any confidential information, including but not limited to procedures, technical information, customer and supplier lists, whether prepared by me or another.
3. During the term of my employment, I agree that I will not engage in nor solicit others to engage in other employment either alone or with any business, firm, association, partnership, individual, corporation or any other entity which competes with the business of the Corporation, and that I will not be or become associated with, or advise or assist any business, firm, association, partnership, individual, corporation or any other entity which is engaged in any business or activity which is similar to or in any way competitive with the business of the Corporation, its successors or assigns, wherever located.
4. Upon termination of my employment, at any time and for any reason, I agree not to engage in competition or accept employment with any competitor, or any divisions, subsidiaries or related companies of any competitor of the Corporation in the [geographic scope], for a period of [time period] nor solicit others to do so.
5. I acknowledge that failure to perform the obligations and agreements set out herein may result in irreparable injury to the Corporation. Irreparable injury is presumed to occur if, after termination of my employment, I use or disclose the Corporation’s trade secrets or customer lists, or if I directly solicit the Corporation’s customers. In addition, I acknowledge that the Corporation further possesses other legitimate protectable business interests, to which harm will result in irreparable injury if I fail to perform the obligations and agreements set out herein. Such legitimate protectable business interests include but are not limited to the protection of the confidential information of the Corporation, the goodwill of the Corporation, and the unique and/or extraordinary skills provided by the Corporation which I will acquire or have acquired through my employment and training with the Corporation. I further acknowledge that the business of the Corporation is [geographic scope] in scope.
6. Accordingly, in the event of a breach or threatened breach of this Agreement, I further agree that, in addition to remedies otherwise available, any and all such obligations may be enforced by suit, restraining order and/or by injunction restraining me from disclosing, in whole or in part, the confidential information, from rendering any services to any business, firm, association, partnership, individual, corporation or any other entity to whom such confidential information, in whole or in part, has been disclosed or is threatened to be disclosed, and from engaging in competition or accepting employment with any competitor or any divisions, subsidiaries or related companies of any competitor of the Corporation in the [geographic scope], for a period of [time period], and soliciting others to do so. Further, in the event of a breach or threatened breach of this Agreement, any benefits to which I would otherwise be entitled upon termination will cease.
7. In the event that the Corporation is required to bring suit to enforce the terms of this Agreement, the Corporation shall be entitled to an award of all costs and attorneys fees involved in bringing such action. This provision shall survive expiration or termination of this Agreement.
8. This Agreement contains the entire understanding between the Parties, and supersedes all prior or contemporaneous communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement. This Agreement can be modified only by a written amendment executed by both Parties.
9. A waiver by either Party of any breach of this Agreement shall not be effective unless in writing, and no such waiver shall operate or be construed as a waiver of the same or any other breach on a subsequent occasion.
10. The Parties’ obligations under this Agreement shall survive the termination of their association with each other regardless of the manner of such termination, and shall be binding upon its successors and assigns.
11. This Agreement shall be deemed executed within, and the validity, interpretation and enforceability of this Agreement shall be governed by, the laws of the State of Florida. Should any provision of the Agreement be found, by a court of competent jurisdiction, to be void or unenforceable for any reason, such provision is to be severed, and the remaining provisions to be given full force and effect.
For the Company Signed: