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Confidentiality and 
Security Agreement

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Prepared for:
[Employee Name]

Prepared by:
[Company Name]

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Confidentiality and Security Agreement

This Confidentiality and Security Agreement (hereinafter referred to as "Agreement"), is made on the effective date [Date] (hereinafter referred to as "Effective Date").

By and Between

The Company [Company Name], (hereinafter referred to as the "Company"), having its principal place of business at [Address] and;

The Employee [Employee Name], (hereinafter referred to as the "Employee"), residing at [Address]; 

For the purpose of protecting proprietary and sensitive information from disclosure.

The Company and the Employee shall hereinafter be collectively referred to as "Parties", and individually as "Party".

Recitals

WHEREAS, the Company acknowledges the Employee may receive the Company's trade secrets and other information which may be considered confidential

THEREFORE, in consideration of the mutual promises and covenants contained herein the Parties hereby agree to the terms and conditions as follows:

Terms and Conditions

1. Definition

Third-Party: Any individual except for the Company and the Employee undersigning the Agreement shall be referred to as "Third Party" throughout the term of this Agreement herein.
Confidential Information: This term shall solely mean any form of information or material in the property of the Company, which is refrained from being public, and that which the Employee gains access to, either directly or indirectly upon the sole discretion of the Company for the development, modification, or innovation of ideas jointly or solely. A Confidential Information shall include the following without any limitations:
Trade Secrets,
Business Plans and Records,
Financial Statements,
[Other Confidential Informations]

2. General Rules

The employee shall align with the Company Code of Conduct at all times during its tenure with the Company.
The employee understands that while using Company information systems, privacy may dwindle. The Company may use information stored in or passing through its systems.
The employee understands that breach of this Agreement shall result in disciplinary action and may lead to termination of the employee.

3. Protection of Confidential Information

The Employee shall refrain from disclosing any part or all of the Confidential Information publicly, including any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the Company, and thus, undertakes the responsibility to keep such information confidential and use these solely during the term of this Agreement, in the Company authorized manner of expression.
The Employee shall not utilize any Third Party's password in order to access any system or reveal computer credentials to anyone else for any reason whatsoever. The Employee further accepts personal responsibility and shall be held accountable for all activities occurring under the system credentials.
 Unauthorized divulgence of Confidential Information shall be reported immediately to the Company.
Employee acknowledges that all information, regardless of the media on which it's stored (paper, computer, videos, recorders, etc.), the system which processes it (computers, voice mail, telephone systems, faxes, etc.), is the property of the Company and shall not be used or disclosed inappropriately or for personal gain.
The Employee shall refrain from disclosing customer information under any circumstances.

4. Intellectual Property Rights

All Confidential Information is the sole intellectual property of the Company upon all instances. Upon the execution of the Agreement herein, the Employee shall not hold any authorization, ownership, or assignment in the Confidential Information and must strictly refrain from reproducing any Confidential Information or material physically or digitally, unless the Company grants their sole discretion for the same.

5. Non-Compete

Upon termination of the Agreement herein, and unless as duly authorized by the Company, the Employee must refrain from seeking employment in competing Third Parties and thereby disclosing accessed Confidential Information from Company to Third Party under any circumstance whatsoever. 

Failure to comply by the terms herein shall exempt Employee under treachery or severe measures construed in accordance with governing laws of [State].

6. Access Protocol

The Employee shall access systems, devices, the company premises only if officially authorized to access them.
The Employee shall review Company information only as per the Company's requirements and not for personal usage.

7. Using Portable Devices 

The Employee shall not copy or store private data on removable media or portable devices such as laptops, external hard drives and cell phones.
The Employee understands that any mobile device that synchronizes company data (e.g., Company email) may contain private data and therefore stay secured. Hence the Employee agrees that the Company has the right to:
Implement the use of only encryption-friendly devices.
Guard data synchronization to devices that are not encryption friendly and are not secure fully.

8. Personal Security

The Employee understands that a unique identifier code shall be provided by the Company to track the Employee's access and use of private data and the company may be associated with personal data provided as part of employee verification processes.

9. Termination

The Agreement herein shall continue to be executed for [Number] months, starting effectively from the Effective Date. However, the Parties may opt for the Agreement's premature termination, either upon mutual consent or due to individual concern and violation of terms set herein. 

The terminating Party shall send a written notice [Number] days before the termination of the Agreement (hereinafter referred to as the "Notice Period") to the other Party. The Parties shall terminate all ongoing business flow within the Notice Period. Upon termination of this Agreement, the Parties shall not be bound by the terms set out herein, except for Non-Disclosure, Non-Compete, and such other clauses that involve indefinite commitment.

10. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

11. Miscellaneous

Notice: All the approvals notices required hereto by either of the Parties shall be deemed to be given and delivered by international courier or registered email respectively. 
Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
Governing Law: The Parties agree that this Agreement shall be governed by the laws of [State]. In the event the Parties do business in different states, this Agreement shall be governed by the laws of [State].
Indemnification: Without any prejudice regarding any other right available to the Company in law or under equity, the Employee shall be responsible for indemnifying, defending and holding the Company, successor, or affiliates harmless from any damages, loss, claims, actions, judgment, penalties, deficiencies, cause of action, or other cost or expenses, that shall include legal and attorney fees and expenses.
Amendments and Counterparts: The terms mentioned herein the Agreement shall not be reformed, modified, or changed without the prior written consent of the parties respectively. This Agreement is subject to be executed in counterparts, singly or as a whole, all of which shall constitute the meaning of a single agreement.
Inclination: The parties must acknowledge that this Agreement hereinafter is solely for the benefit of the parties undersigned and serves no inclination to any party, nor is intended to confer any rights or remedies in favor of any person, party, or affiliate, other than the parties duly undersigned and their members
Non-transferrable: Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable by the Employee.
Entire Agreement: This Agreement and other annexures, therefore, constitute the entire agreement between the Parties concerning the matter of subject hereof and thus, supersedes all prior agreements, purchases, understandings, and negotiations, written or phonated, between the Parties.

Acceptance and Signature

IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

[Employee Name]

[Company Name]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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