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CONFIDENTIALITY AGREEMENT

BETWEEN

[insert name of Company]


(Company No. [insert registration numbers])

AND

[insert name of Employee]

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Confidentiality Agreement

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Table of contents
Clause Page

1 Definitions and interpretation 1


1.1 Definitions 1
1.2 Interpretation 2
1.3 Table of contents & headings 3
1.4 Schedules, recitals and annexes 3

2 Undertakings 3

3 Further undertaking 4

4 Proprietorship 4

5 Duration 4

6 Exclusions 5

7 Public statements 5

8 Return of documents 5

9 Termination of employment 6

10 Representation and warranties 6


10.1 Warranties 6
10.2 Basis of warranty 6

11 Costs and expenses 7


11.1 Costs 7
11.2 Stamp duty 7

12 Notices 7
12.1 How notices may be given 7
12.2 When notice taken as given 7
12.3 Change of address or fax number 7
12.4 If notice not received 7
12.5 Notice by solicitors 7

13 General 8
13.1 Entire Agreement 8

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Confidentiality Agreement

Clause Page

13.2 Execution 8
13.3 Effective date 8
13.4 Counterparts 8
13.5 Amendments & additions 8
13.6 Successors & assigns 8
13.7 Assignment 8
13.8 No Partnership or agency 8
13.9 Invalidity & severability 9
13.10 Time of the essence 9
13.11 Knowledge & acquiescence 9
13.12 Rights & remedies 9
13.13 Law 9

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Confidentiality Agreement

This agreement
is made on between the following parties:
1. [insert name of Company]
(Company No.[ insert company registration numbers ])
[a company incorporated in [insert country of incorporation] and having its
registered address at] / of [insert address]
(Company)

2. [insert name of Employee]


of [insert address]
(Employee)

Recitals
A. The Company carries on the business of [describe the nature of the business].
B. The Employee [describe the responsibilities].
C. During the course of the Employee’s employment with the Company, the
Company will train and continue to train the Employee and to impart to him
proprietary, confidential, and/or trade secret information, data, and/or materials of
the Company.
D. The Company has a vital interest in maintaining its confidential information and
trade secrets, as well as rights to inventions, since doing so allows the Company
to compete fairly and enhances the value of the Company to shareholders and job
security for employees.
E. In presentations, discussions, correspondence and other disclosure between the
Company and the Employee relating to areas of commercial and technical
development the Employee will acquire or be informed of confidential details and
information concerning or developed by the Company.
F. The Company is desirous to continue to procure the Employee’s services and the
Employee is willing to be employed by the Company upon the terms and subject
to the conditions set forth below.

The parties agree as follows:

1 Definitions and interpretation

1.1 Definitions
In this agreement –
Company shall mean the Company, its successors and assigns, and any of its current or
future subsidiaries, or organisations controlled by, controlling, or under common control
with it.
Confidential Information shall mean as against each party to this agreement all
information of a confidential nature relating to the Company. Such information shall
include but not limited to all information relating to the operations, plans, proposals,
intentions, know-how, trade secrets, copyright and other intellectual property rights,
software, market opportunities, strategies, customers and potential customers, contacts
list, customers list, price quotations, price list, formulas for price quotations, competitors

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