Employee Non-Disclosure Agreement

EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement (the "Agreement") is made and effective this [DATE],

BETWEEN: [PARTY B NAME] (the "Employee"), an individual with his/her main address at:

[ADDRESS]

AND: [PARTY A NAME] (the "Company"), a [ENTITY TYPE] organized and existing under the laws of the State of [STATE], with its head office located at:

[ADDRESS]

In consideration of employment by Company and disclosure by Company of confidential and trade secret information, the undersigned Employee hereby covenants and agrees as follows:

SECTION 1

Confidentiality

1.1 Employee acknowledges that during 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.

1.2 Employee acknowledges that any unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Company and that monetary damages alone would not be sufficient to compensate Company for such harm.

SECTION 2

Definition of Confidential Information

"Confidential Information" means any and all information disclosed to, or developed or learned by, the Employee in the course of employment with Company that is not generally known in the trade or industry, including but not limited to: trade secrets, inventions, processes, designs, source code, software, technical data, customer and vendor lists, pricing, financial information, business strategies, marketing plans, personnel information, and any other proprietary or confidential information of Company or its clients.

SECTION 3

Employee Obligations

Employee agrees that during the term of employment and at all times thereafter, Employee shall:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose any Confidential Information to any person or entity outside of Company without the prior written consent of an authorized officer of Company;

(c) Use Confidential Information solely for the benefit of Company in the course of performing Employee's duties;

(d) Take all reasonable precautions to safeguard the Confidential Information from unauthorized access, use, or disclosure; and

(e) Promptly report to Company any actual or suspected unauthorized use or disclosure of Confidential Information.