Employee NDA

## [Company Name]

### EMPLOYEE CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

This Employee Confidentiality and Non-Disclosure Agreement (the "Agreement"), executed this ____ day of _____________, 20____, but effective for all purposes on the Effective Date, is entered into, by and among "[COMPANY NAME]" ("[AKA]"), a [state and entity type], and ____________________________________, an individual and Employee of "[AKA]" ("Employee").

RECITALS

Employee is an "at will" employee of "[AKA]".

Employee understands that the employment opportunity extended by "[AKA]" to Employee requires that employee understand, agree to and abide by the terms of this Agreement.

Employee understands that the nature [AKA]'s services for its Clients often times involves the disclosure, discovery or other use or exposure to the confidential information of or regarding [AKA]'s Clients and/or other third parties, which must be kept in the strictest of confidences.

Employee understands that, from time to time, [AKA], its employees, officers, agents, and independent contractors, may be subject to statutory, regulatory or Court ordered confidentiality requirements that strictly forbid the disclosure of certain Confidential Information.

Employee understands that the development and/or sale of software and other products, alone or in conjunction with other entities, is very sensitive in nature and often requires strict confidentiality provisions be enforced to protect both [AKA]'s intellectual property and [AKA]'s client's confidential information.

Employee may have already acquired and will acquire certain Confidential Information of [AKA] and its Clients.

The parties acknowledge that the Confidential Information has independent economic value to [AKA] and its Clients. Employee further acknowledges that [AKA] has taken, and will continue to take, steps to preserve and safeguard the secrecy of the Confidential Information.

Employee understands the violation of this Agreement is grounds for immediate termination of Employee's employment with [AKA].

The Employee understands that if Employee refused to agree to the terms of and execute this Agreement, [AKA] would not extend an employment opportunity to Employee.

IN CONSIDERATION of the mutual covenants and agreements contained herein, and or such other good and valuable consideration, the receipt and adequacy of which is hereby admitted and acknowledged, the parties hereto agree as follows:

DEFINITIONS

"Agreement" shall mean this Confidentiality and Non Disclosure Agreement.

[AKA] Business: "[AKA] Business" shall mean any and all Business that [AKA] currently, or in the future may, engage in.

Confidential Information: "Confidential Information" shall include all information of a sensitive nature, including without limitation:

All information pertaining to any client or perspective client of [AKA], the work performed for that client, and any information whatsoever regarding that client and all client data (including but not limited to, client lists, names of existing, past or prospective clients and their representatives, data provided by or about such prospective, existing or past clients, client service information and materials, data about the terms, conditions, and expiration dates of existing contracts with clients, and the type, quality and specifications of products or services purchased by such clients).

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