Sunils
CONFIDENTIALITY AGREEMENT This Confidentiality Agreement ( “Agreement”) is effective on this _____ day of ______, 2007 (the “Effective Date”) between XYZ ,a Company Incorporated in India and having its Registered Office at: …........................... (hereinafter called “ The ‘EMPLOYER ‘ which expression shall include the successors and assigns of the EMPLOYER) of the one part AND ------------------------------------------------------------ an employee of the EMPLOYER residing at _____________________ ( hereinafter called “The EMPLOYEE ” which expression unless repugnant to the context shall include all beneficiaries of the said employee ) 1. DEFINITIONS 1.1 Business For the purpose of this agreement shall include but not limited to manufacturing , processing and supply of …......................................................... products. 1.2 Product Shall mean the final preparation known to the EMPLOYER and inclusive of all modifications/improvements etc. EMPLOYER shall be the final authority to decide the identity of the said product. 1.3 Know-how Unpatented technical information ( including , without limitation information products , ingredients, proprietary formulae’s, discoveries, methodologies, development and testing procedures, the results of experiments, tests manufacturing processes, techniques and specifications, quality control data, diagrams, analysis, reports, and submissions ) that is not in public domain.
relating to research , and trials, drawings ,
1.4 Confidential Information For the purpose of this Agreement ,“ Confidential Information “ shall include without limitation : a. all information or material that has or could have commercial value or other utility in the business in which the EMPLOYER is engaged;
b. EMPLOYER’S trade secrets , intellectual property , business plans, strategies, methods and/or practices Information relating to the EMPLOYER’s personnel, products, customers, marketing strategies, know –how, services or future business plans d. Recipe /method of preparation /formulation of the product inclusive of any and all improvements/modifications by way of additives, garnishments, preservatives etc., that may have been effected to the recipe/formulation either by the EMPLOYER or the EMPLOYEE e. Process Information defined as data/test data /studies in-house or contracted/details /quantified steps/process details whether affixed on paper or transferred by way of oral and/or practical instruction with reference to any product which the EMPLOYER may own or be associated with such as manufacturing c.
Sunils
information , procurement specifications , quality control specifications, inspection and test protocols inclusive of other data the EMPLOYER has ownership of/retains and is available and being used by the EMPLOYER with reference to its business/ products/ R&D efforts and any general and specific information without any limitation (irrespective of whether human or machine readable) pertaining to the EMPLOYER’s products, manufacture and sale of products envisaged by the EMPLOYER’s know-how or any other improved know-how. 1.4 .1 Exclusions from Confidential Information Employee’s obligations under this Agreement do not extend to: a. information that is publicly known at the time of disclosure . b. required to be disclosed by law or order of any court of competent jurisdiction c. is approved in writing by the Corporation for release or other use by the Recipient according to the terms set out in such written approval 1.5 Territory Shall mean the geographical areas where the EMPLOYEE worked within one year prior to termination of his/her employment and as such shall include such areas where any EMPLOYER activities performed, supervised, or assisted in by the EMPLOYEE were conducted and any area where customers or actively sought prospective customers of EMPLOYER with whom EMPLOYEE had material contact were present.
WHEREAS : A. The EMPLOYEE has during his course of employment with the EMPLOYER has access to confidential information pertaining to the business of the EMPLOYER and companies or other entities with which it does business. B. The unauthorised disclosure by employees or ex-employees of the said Confidential Information could expose EMPLOYER to irreparable harm in monetary terms as well as in terms of reputation and goodwill. C. The EMPLOYER thus wishes to safe guard against the wrongful or inadvertent disclosure of its Confidential Information . 2. DISCLOSURE & ACKNOWLEDGEMENT OF CONFIDENTIALITY EMPLOYER Information.
agrees to disclose, and EMPLOYEE agrees to receive the Confidential
EMPLOYEE hereby acknowledges that the Confidential Information disclosed to or accessed by the EMPLOYEE is in the nature of Confidential and Proprietary Information. 3. OBLIGATIONS OF THE EMPLOYEE a. The EMPLOYEE shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the EMPLOYER. b. Shall not without prior written approval of the EMPLOYER use for EMPLOYEE’s own benefit publish, copy or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the EMPLOYER, any Confidential Information.
c.
Shall return to the EMPLOYER any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the EMPLOYER requests for it.
4. RIGHTS TO INTELLECTUAL PROPERTY In connection with the EMPLOYEE's employment with the EMPLOYER or by use of the resources of the EMPLOYER, whether or not the EMPLOYEE is then retained by the EMPLOYER, the EMPLOYEE may produce, develop or create products or formulations related to the EMPLOYER’s Intellectual Property . EMPLOYEE agrees that the Intellectual property rights on such products or formulations shall be the exclusive property of the EMPLOYER. The EMPLOYEE hereby assigns, sets over and transfers to the EMPLOYER all of his right, title and interest in such Intellectual Property. 5. REMEDIES FOR BREACH OF CONFIDENTIALITY If the EMPLOYEE breaches this agreement, the EMPLOYEE shall be liable to EMPLOYER for actual monetary damages. In addition EMPLOYER shall be entitle to seek equitable relief it deems necessary, including, but not limited to, injunctive relief. EMPLOYEE agrees to reimburse the reasonable legal fees and other costs incurred by the EMPLOYER in enforcing the provisions of the proposed action. 6. NON –COMPETE A. EMPLOYEE hereby agrees not to directly or indirectly compete with the business of the EMPLOYER and its successors and assigns during the period of employment and for a period of _____ years following termination of employment and notwithstanding the cause or reason for termination. B. Subsequent to the termination or expiration of the terms of employment /association with the EMPLOYER, the EMPLOYEE undertakes and agrees not to join any competitor or customer of the EMPLOYER either as an employee or as a consultant, during the period of employment and for a period of _____ years following termination of employment and notwithstanding the cause or reason for termination. 7. NON-SOLICITATION A. EMPLOYEE hereby agrees not to directly or indirectly in any manner (other than as an employee of or a consultant to the EMPLOYER), solicit or attempt to solicit, any business from any of EMPLOYER's customers, including actively sought prospective customers, during the period of employment and for a period of _____ years following terminiation of employment and notwithstanding the cause or reason for termination. B. Without the EMPLOYER’S prior written consent the EMPLOYEE will not , directly or indirectly solicit for employment any person who is now or becomes employed by the EMPLOYER. 8. CONTINUED OBLIGATIONS. EMPLOYEE'S obligations under this Agreement shall not be effected: (i) by any change in EMPLOYEE'S position, title or function with the EMPLOYER nor (ii) by any interruption in employment during which EMPLOYEE leaves and then rejoins the EMPLOYER for any period within a period of one year and for any reason. Nothing herein shall be
construed as constituting an employment agreement or an undertaking by the EMPLOYER to retain EMPLOYEE’S services for any stated period of time. 9. TERM OF AGREEMENT
A. This agreement is effective on the effective date and shall extend for the full and total period of employment/association of the EMPLOYEE with the EMPLOYER . B. This agreement shall after the termination of EMPLOYEE’s employment /association , including termination upon the EMPLOYERS’S initiative, extend for a period of __________years from the date of such termination. . C. In relation to the preservation of Confidential Information and Intellectual Property owned by the EMPLOYER , this agreement shall extend in perpetuity. 10. SEVERABILITY Any term or provision of this agreement is, to any extent found to be invalid, void or unenforceable, the remaining terms and provisions shall nevertheless continue in full force and effect. If possible, any invalid, illegal or unenforceable provision shall be limited or interpreted to the minimum extent necessary to cure its defect. 11. GOVERNING LAW & JURISDICTION This Agreement shall be governed by and interpreted in accordance with the laws of India. and the parties agree to submit disputes arising out of or in connection with this Agreement only before the Court in the State of ............., India. 12 . FINAL AGREEMENT. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
13. NOTICES. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to EMPLOYER : XYZ ( Address) If to EMPLOYEE [To EMPLOYEE 's Address]
14. NO IMPLIED WAIVER. Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date and year first above written. Employer For XYZ Ltd Name: Designation: Signature: Dated:
Employee Name: Designation: Signature: Dated:
