In consideration of the commencement of Employee’s employment with Company and the compensation that will be paid, Employee and Company agree as follows:
In the performance of Employee’s job duties with Company, Employee will be exposed to Company’s Confidential Information. “Confidential Information” means information or material that is commercially valuable to Company and not generally known or readily ascertainable in the industry. This includes, but is not limited to:
(a) technical information concerning Company’s products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;
(b) information concerning Company’s business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;
(c) information concerning Company’s employees, including salaries, strengths, weaknesses and skills;
(d) information submitted by Company’s customers, suppliers, employees, consultants or co-venture partners with Company for study, evaluation or use; and
(e) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect Company’s business.
Employee shall keep Company’s Confidential Information, whether or not prepared or developed by Employee, in the strictest confidence. Employee will not disclose such information to anyone outside Company without Company’s prior written consent. Nor will Employee make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than Company.
However, Employee shall have no obligation to treat as confidential any information which:
(a) was in Employee’s possession or known to Employee, without an obligation to keep it confidential, before such information was disclosed to Employee by Company;
(b) is or becomes public knowledge through a source other than Employee and through no fault of Employee; or
(c) is or becomes lawfully available to Employee from a source other than Company.
Employee will not disclose to Company, use in Company’s business, or cause Company to use, any trade secret of others.
When Employee’s employment with Company ends, for whatever reason, Employee will promptly deliver to Company all originals and copies of all documents, records, software programs, media and other materials containing any Confidential Information. Employee will also return to Company all equipment, files, software programs and other personal property belonging to Company.
Employee’s obligation to maintain the confidentiality and security of Confidential Information remains even after Employee’s employment with Company ends and continues for so long as such Confidential Information remains a trade secret.
(a) Relationships: Nothing contained in this Agreement shall be deemed to make Employee a partner or joint venturer of Company for any purpose.
(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of Company and Employee.
(c) Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both Company and Employee.
(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
(e) Injunctive Relief: Any misappropriation of any of the Confidential Information in violation of this Agreement may cause Company irreparable harm, the amount of which may be difficult to ascertain, and therefore Employee agrees that Company shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Company deems appropriate. This right is to be in addition to the remedies otherwise available to Company.
(f) Indemnity: Employee agrees to indemnify Company against any and all losses, damages, claims or expenses incurred or suffered by Company as a result of Employee’s breach of this Agreement.
(g) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
(h) Governing Law. This Agreement shall be governed in accordance with the laws of the State of Texas.
(i) Jurisdiction. Employee consents to the exclusive jurisdiction and venue of the federal and state courts located in Bexar County in any action arising out of or relating to this Agreement. Employee waives any other venue to which Employee might be entitled by domicile or otherwise.
(j) Successors & Assigns. This Agreement shall bind each party’s heirs, successors and assigns. Company may assign this Agreement to any party at any time. Employee shall not assign any of his or her rights or obligations under this Agreement without Company’s prior written consent. Any assignment or transfer in violation of this section shall be void.
Agreement to this NDA is listed on the formal application form.