Confidentiality Agreement

This agreement is made between ________________________("Employee") and [Company Name] on __________________20___.

Employee will perform services for [Company Name] that may require [Company Name] to disclose confidential and proprietary information ("Confidential Information") to Employee. (Confidential Information is information and data of any kind concerning any matters affecting or relating to [Company Name], the business or operations of [Company Name], and/or the products, drawings, plans, processes, or other data of [Company Name] not generally known or available outside of the company.)

Accordingly, to protect the Confidential Information that will be disclosed during employment, the Employee agrees as follows:

Employee will hold the Confidential Information received from [Company Name] in strict confidence and will exercise a reasonable degree of care to prevent disclosure to others.

Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:

(1) Immunity—An individual will 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.

Employee represents and warrants that he or she is not under any pre-existing obligations inconsistent with the provisions of this agreement.

Signing below signifies that the Employee agrees to the terms and conditions of the agreement stated above.

_____________________________ ____________________________________
Employee [Company Name] Representative Name/Title

_____________________________ ____________________________________
Employee Signature [Company Name] Representative Signature

_____________________________ _____________________________________
Date Date

**This is only a model confidentiality agreement and may not be compliant with your local law. Please consult an attorney before you enter into a contract or agreement with any employee.