Employment Contract Provisions

 ** These are only sample employment contract provisions and may not be compliant with your local laws. Please consult an attorney before you enter into a contract or agreement with any employee.

In consideration of my employment by [Company Name] ("Company"), I agree as follows:

1. Confidential Information.

(a) Definition. "Confidential Information" means the proprietary information and trade secrets of Company and its customers as described below:

(i) Included in "Confidential Information" are the object code and source code to Company's software, Company's marketing plans and strategies, Company's plans for new product development, Company's technical designs, Company's data dictionaries, information relating to Company's financial status, and any other information that Company marks confidential or by separate memorandum or e-mail informs me is confidential.

(ii) Also included in "Confidential Information" is any information of Company's customers that I have access to in performing my employment duties for Company.

(iii) Excluded from "Confidential Information" is information that: (x) I can prove was in my possession before I received it from the Company; (y) is in the public domain through no fault of my own; or (z) I learned from a third party not related to Company. Information licensed by Company to customers under a confidentiality restriction is not considered to be in the public domain.

(b) Nondisclosure. I agree that I will not disclose Confidential Information to any third party not employed by Company unless Company authorizes me to do so in writing. I further agree that I will not use Confidential Information for any purpose except to perform my employment duties for Company. These agreements will continue to apply after I am no longer employed by Company.

"Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:
(1) Immunity—An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."

2. Return of Company Property. Upon termination of my employment with Company, I will promptly deliver to Company, without copying or summarizing, all material related to Company's business that is in my possession or under my control including, without limitation, all physical property, keys, documents, lists, electronic information storage media, manuals, letters, notes and reports.

3. Works Made For Hire. I understand that any work that I create or help create at the request of Company, including software, user manuals, training materials, sales materials, and other written and visual works, are works made for hire in which Company owns the copyright. I may not reproduce or publish these copyrighted works, except in the pursuit of my employment duties.

4. Inventions. Any inventions, discoveries and ideas ("Technology") that I develop while performing work assigned to me by Company are owned by Company. I will sign any assignment or other document requested by Company to establish Company's ownership of the Technology and to permit Company to obtain and retain patents, copyrights, trademarks and other indication of ownership, without charge to Company, but at no expense to me. If there is Technology that I developed before becoming employed by Company and to which I claim ownership, I have listed it here: ______________________________________________.

5. Prior Agreements. I have provided Company copies of all agreements with previous employers under which I have agreed not to compete or otherwise agreed to limit the use of trade secrets.

6. Full Time Employment. While I am employed by Company, I will devote my full time best efforts to Company's business and will not engage in any other business or employment without the prior written approval of Company's President.

7. Post Employment Restriction.

(a) Definition. "Competitive Products" means a product or service sold by Company or competitive with a product or service sold by Company while I am an employee of Company.

(b) Non-compete Agreement. During the time that I am employed by Company and for a period of two years after my employment with Company terminates, I will not, without the prior written consent of Company:

(i) Design, develop, sell, manufacture, license, distribute or solicit orders for Competitive Products.
(ii) Affiliate as an owner, officer, director, member, manager, employee or agent with any business enterprise that designs, develops, sells, manufactures, distributes, licenses, or solicits orders for a Competitive Product.
(iii) Solicit any customer or employee of Company to discontinue the customer or employee relationship with Company.

I ACKNOWLEDGE THAT THE FOREGOING RESTRICTIONS ARE REASONABLE AND APPROPRIATE MEANS OF PROTECTING COMPANY'S PROPER INTERESTS, WHICH WILL NOT UNREASONABLY INTERFERE WITH MY ABILITY TO MAKE A LIVING.

8. Injunctive Relief. I recognize that if I breach this Agreement, Company's business will suffer irreparable harm and that remedies at law will be inadequate. I agree that in case of any breach or threatened breach of this Agreement, Company is entitled to immediate injunctive relief or a decree of specific performance of this Agreement, in addition to any other remedies provided by law and without being required to prove irreparable harm or special damages.

9. Entire Agreement; Modifications. This Agreement is my entire agreement with Company with respect to its subject matter and supersedes any prior written or oral understandings pertaining thereto. My obligations under this Agreement may not be changed in whole or in part except by a written agreement signed by the President of Company and me and which specifically refers to this Agreement.

10. Binding Effect. This Agreement may be assigned by Company in connection with any transfer or sale of its business, and shall inure to the benefit of Company and its successors and assigns. This Agreement is binding upon me, my heirs, personal representatives, successors and assigns.

11. Severability. I agree that the provisions of this Agreement are fair and reasonable in light of my employment relationship with Company and the nature of Company's business. Nevertheless, if a court of competent jurisdiction should invalidate any provision of this Agreement, all other provisions shall survive and remain valid and enforceable. If a court of competent jurisdiction should decline to enforce any provision on the ground that it is over broad or unreasonable, that provision shall be narrowed only to the extent required so that it may be enforceable under State law.

12. Captions. Any captions and headings are purely for the convenience of the reader and shall not be used to interpret or construe this Agreement.

13. Governing Law. The interpretation of this Agreement and the obligations hereunder are governed by the laws of the State.

ACCEPTED AND AGREED TO:

Date:______ ____________________________________
Employee Signature

ACCEPTED ON BEHALF OF:
COMPANY XYX

Date:______ By:________________________________
Its:________________________________