1. CONFIDENTIALITY

Employee acknowledges that in the course of employee’s employment by company, employee will be exposed to valuable confidential and trade secret information of company. Employee agrees to treat all such information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after the term of this agreement.

Employee acknowledges that trade secrets of the company will consist of but will not be necessarily limited to:

    a. Technical information: Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects.

    b. Business information: Customer lists, pricing data, sources of supply, financial data and marketing, production or merchandising systems or plans.

2. USE

Employee shall not use company’s confidential and trade secret information, except to the extent necessary to provide services or goods requested by company.

3. ENFORCEMENT

The employee agrees that if he/she commits a breach of any of the provisions of this agreement, the company shall have the right to enforce this agreement in any court having equity jurisdiction. Employee acknowledges and agrees that any such breach of this agreement will cause irreparable injury to the company and the money damages will not provide an adequate remedy to the company. In addition, the company shall have any other rights and remedies available at law or in equity.

4. TERMINATION

All materials furnished to employee by company and all materials prepared by employee in connection with employees employment by company, including with out limitation documents, models, source code, designs, flowcharts and listings, along with all copies made thereof, shall be returned promptly to company upon termination of Employee’s employment by company.

5. OWNERSHIP

Employee agrees that all developments made and works created by Employee or under Employee’s direction in connection with company assignments shall be the sole and complete property of company, that any and all copy rights and other proprietary interests therein shall belong to company, and that the other provisions of this agreement shall fully apply to all such developments and works.

6. GOVERNING LAW

This agreement shall be construed in accordance with the laws of the state of [state / province]

7. INDEMNIFICATION

Employee agrees to pay liquidated damages in the amount of [DOLLAR/ RUPEE AMOUNT] for any violation of the covenant not to disclose confidential information contained in this agreement.

8. BINDING AGREEMENT

If any part of these promises is void for any reason, the undersigned accepts that it may be severed without affecting the validity or enforceability of the balance of the promises. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

9. Force Majeure

 If at any time during the currency of the contract, either party is subject to force majeure, which can be termed as tempest, acts of God etc. which may prevent either party to discharge his obligation, the affected party shall promptly notify the other party about the happening of such an event. Neither party shall by reason of such event be entitled to terminate the contract in respect of such performance of their obligations. The performance of any obligations under the contract shall be resumed as soon as practicable after the event has come to an end or ceased to exist. If the performance of any obligation under the contract is prevented or delayed by reason of the event beyond a period mutually agreed to if any or seven days, whichever is more, either party may at its option terminate the contract.