STANDARD NONDISCLOSURE AGREEMENT:
In connection with your communication with XYZ. (“Company”),
the Company shall discuss with you (the individual named below) certain business, technical or other
information, materials and/or ideas of the Company (“Proprietary Information”). In consideration of any
disclosure, you agree as follows:
1. You will hold in confidence and will not possess or use (except as required to evaluate your proposed employment with the Company) or disclose any Proprietary Information except information you can document
(a) is in the public domain through no fault of yours,
(b) was properly known to you, without restriction, prior to disclosure by Company or
(c) was properly disclosed to you by another person without restriction. You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information. The foregoing does not grant you a license in or to any of the Proprietary Information.
2. You will promptly notify Company of any unauthorized release, disclosure or use of Proprietary Information.
3. You understand that this Agreement does not obligate Company to disclose any information or negotiate or enter into any agreement or employment relationship.
4. The terms of this Agreement will remain in effect with respect to any particular Proprietary Information until you can document that such Proprietary Information falls into one of the exceptions stated in Paragraph 1 above.
5. You acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to Company for which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief (without being required to post a bond) in addition to all other remedies available at law.
6. This Agreement is personal to you, is nonassignable by you, is governed by the internal laws of the State of ABC and may be modified or waived only in writing signed by both parties. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys’ fees and costs.
Acknowledged and agreed on: (Date)
Name: (Print)
By: (Signature)