Explanation and Guide

Form:

Employee Confidentiality Agreement

Purpose:

This is an agreement in which the employee agrees

not to disclose any confidential or proprietary
information during or after the employees term of
employment, without the companys written consent.
It contains a provision that any dispute arising out of
a breach of the agreement will be governed by the
Philippine law. The text in red and sections
underlined in red indicate terms that will be unique
to the particular circumstance (e.g. names of
companies).

Employee Confidentiality Agreement

I understand that [Name of Company] has developed and uses and will be developing and
using confidential and proprietary information in connection with its business.
"Confidential and proprietary information" includes, but is not limited to, information
about the computer programs or systems developed or improved by the Company,
customers and prospective customers, profits, sales, suppliers, personnel, pricing policies,
operational methods, technical processes and other business affairs and methods, plans
for future developments and other information which is not readily available to the
public. This information was developed and will be developed by the Company or its
customers at great expense and constitutes trade secrets of the Company or its customers.
To safeguard this confidential and proprietary information, the Company has instituted
policies and procedures to protect such information. In connection with my employment
with the Company, I will come into contact with such confidential and proprietary
information. I understand that the confidential and proprietary information is vital to the
success of the Company's business and, in consideration of my employment by the
Company and the wages to be paid to me for my services, I agree as follows:
1. Confidential Information
I agree that during and after my term of employment with the company:
1.1. I shall keep secret all confidential and proprietary information and not reveal or
disclose it to anyone outside of the Company, except with the Company's prior
written consent;
1.2. I shall not make use of any of such confidential and proprietary information for
my own purposes or the benefit of anyone other than the Company; and
1.3. I shall deliver promptly to the Company, upon the termination of my employment
and at anytime the Company may so request, all memoranda, notes, records and
other documents (and all copies thereof) constituting or relating to such
confidential and proprietary information which I may then possess.
2. Enforcement
I agree that if I commit a breach of any of the provisions of paragraph 1, the Company
shall have the right to enforce this Agreement in any court having equity jurisdiction. I
acknowledge and agree that any such breach of this Agreement by me will cause
irreparable injury to the Company and that money damages will not provide an adequate
remedy to the Company. In addition, the Company shall have any other rights and
remedies available at law or in equity.

3. Non-Disclosure
I understand that this Agreement does not and will not prevent me from working for any
other employer subsequent to the termination of my employment with the Company as
long as I do not use or disclose any such confidential and proprietary information.
4. Philippine Law
I understand that this Agreement shall be governed by and construed in accordance with
the laws of the Philippines.

AGREED TO AND ACCEPTED:

EMPLOYEE
Name:____________________________
Signature:_______________________
Date:____________________________

COMPANY
By:_____________________________
Title:__________________________
Date:___________________________