Employee Non-Disclosure Agreement
This Employee Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) is
entered into as of ……………… by and between ……………………………………..
(hereinafter referred to as the “Company”) and ………………………… (hereinafter
referred to as the “Employee”), collectively referred to as the “Parties,” both of whom agree
to be bound by this Agreement.
WHEREAS The Company hired the Employee as …………………………… pursuant to
the terms and conditions of that certain Employment Agreement executed between the
Parties on the ………... day of ……………., 20…. (the "Employment Agreement"). In
connection with the Employee's duties under the Employment Agreement, the Company
may disclose to the Employee certain confidential and proprietary information unique and
valuable to its ongoing business operations. In consideration of the Employee's employment
by the Company and the covenants and mutual promises contained herein, the Parties agree
as follows:
1. Definitions:
1.1 Trade Secrets: During the period of an Employee’s employment with the Company,
there may be disclosed to the Employee certain trade secrets, confidential and/or
proprietary business information of or regarding the Company, consisting of but not
necessarily limited to:
1.2 Technical information: Resource estimates and/or projections, methods, processes,
formulae, compositions, systems, techniques, inventions, machines, computer programs,
research projects, and experimental or developmental work, relating to any project or
organization.
1.3 Business information: Business and development plans, investor and customer lists,
pricing data, sources of supply, financial data, marketing, production, and merchandising
systems or plans and operation plans, investor transactions, stock, and/or warrant
ownership.
The abovementioned information will hereinafter be referred to as the “Confidential
Information.”
2. Confidential Information:
2.1 Confidential Information includes all information described in Article 1, and any other
trade secrets and/or confidential and/or proprietary business information of or regarding the
Company (including information created or developed, in whole or in part, by the
Employee), which is not generally known about the Company or about its business, such as
but not limited to:
2.1.1 ……………………………………………. .
2.1.2 ……………………………………………. .
2.1.3 …………………………………………….. .
2.2 Confidential Information includes not only the information itself, but also all
documents containing such information, and any such information maintained in electronic
or other forms.
2.3 For purposes of this Agreement, Confidential Information will not include any
information which the Employee can establish was publicly known or becomes publicly
known and made generally available after disclosure to the Employee by the Company,
through means other than the Employee’s breach of their obligations under this Agreement.
3. Use of Confidential Information:
3.1 The Employee agrees that, except as necessary in performing the duties of their
employment with the Company, the Employee will not use in any manner, directly or
indirectly, any Confidential Information.
3.2 The Employee agrees that they will never use any Confidential Information for their
own benefit or for the benefit of any person or entity other than the Company, and will not
permit or allow any Confidential Information to be used in competition with the Company.
3.3 The Employee acknowledges and agrees that all Confidential Information is the
exclusive property of the Company, and the Employee has no independent or individual
claim to such Confidential Information for any purpose. During their employment with the
Company and at all times thereafter, the Employee will take all reasonable steps to prevent
any unauthorized disclosure or use of any and all Confidential Information. The Employee
further agrees to notify the Company immediately in the event that they become aware of
any unauthorized use or disclosure of Confidential Information.
4. Consequences of Termination: The Employee agrees to the following:
4.1 After termination, the Employee will return to the Company all documents and
property of Company, even if not marked “confidential” or “proprietary,” including but not
necessarily limited to drawings, blueprints, reports, manuals, correspondence, customer
and/or investor lists, computer programs, and all other materials and all copies thereof
relating in any way to Company’s business.
4.2 After termination, the Employee will not retain copies, notes, or abstracts of the
aforementioned materials.
4.3 The Company may notify any future or prospective Company or third party of the
existence of this Agreement. The Company will be entitled to injunctive relief for any or
threatened breach of this Agreement, in addition to all other available remedies, including
the recovery of monetary damages.
4.4 This Agreement will be binding upon the Employee and their personal representatives
and successors-in-interest and will insure to the benefit of the Company, its successors,
and assigns.
5. Governing Law: This Agreement shall be governed by the laws applicable in the
Kingdom of Saudi Arabia.
6. Dispute Resolution: Any dispute, claim or difference arising out or in connection
or associated with this Agreement or any breach thereof shall be referred to and
finally settled by the courts of Kingdom of Saudi Arabia.
7. Survival: Articles 2,4 and 6 shall survive after termination of this Agreement for a
term of Ten (10) years from the date of this Agreement.
8. Term: Subject to Article 7, this Agreement shall be valid for a period of Three (3)
years from the date hereof.
IN WITNESS WHEREOF, The Parties agree to the terms and conditions stated above, as
demonstrated by their signatures as follows:
COMPANY:- EMPLOYEE:-
Name: ……………………… Name: …………………………
Signature: ……………………… Signature: ………………………
Date: ………………………... Date: ………………………
