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Employment Termination Non-Disclosure Agreement

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0% found this document useful (0 votes)
11 views4 pages

Employment Termination Non-Disclosure Agreement

Nda

Uploaded by

rahul
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

EMPLOYMENT TERMINATION - NONDISCLOSURE AGREEMENT

This agreement (the "Agreement") is entered into by Thorias Software Solution ("Company")
And Jayeshkumar Parmar ("Employee").

1. Company's Trade Secrets

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information, accounting and unpublished financial information, business plans, markets and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, Employee
Information, 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.

(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.

(f) You cannot use the company name or project or anything related company information for
your/a public or commercial purpose

(h) Company can back to you all your original document when time of the termination contract.

2. Non-disclosure of Trade Secrets

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.
______________(Signature)
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.

3. Confidential Information of Others

Employee will not disclose to Company, use in Company's business, or cause Company to use,
any trade secret of others.

4. Return of Materials

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.

5. Confidentiality Obligation Survives Employment

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.

6. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to make Employee a
partner or joint venture 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.
______________(Signature)
(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 Gujarat (INDIA).

I. Jurisdiction. Employee consents to the exclusive jurisdiction and venue of the federal
and state courts located in Ahmedabad 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
II. 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.

8. Signatures

Employee has carefully read all of this Agreement and agrees that all of the restrictions set forth
are fair and reasonably required to protect Company's interests.

Employee: Jayeshkumar Parmar,

___________________________ (Signature)

___________________________ (Name)
___________________________ (Date)

Common questions

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The agreement is governed by the laws of the State of Gujarat, India. The employee consents to the jurisdiction of the federal and state courts located in Ahmedabad for any legal actions related to the agreement .

The employee is prohibited from disclosing to the company, using in the company's business, or causing the company to use any trade secrets of third parties, thus ensuring that third-party confidential information is not inadvertently used or disclosed .

Indemnity allows the company to recover any losses, damages, claims, or expenses resulting from the employee's breach of the agreement. This provision protects the company financially and serves as a deterrent against potential violations by the employee .

Upon termination of employment, the employee must promptly return all originals and copies of documents, records, software programs, and other materials containing any confidential information. All equipment, files, and personal property belonging to the company must also be returned .

The employee can treat information as non-confidential if: it was already in their possession or known to them without a confidentiality obligation before it was disclosed by the company; it becomes public knowledge through a source other than the employee and without any fault of the employee; or it becomes lawfully available from a source other than the company .

The agreement explicitly states that nothing therein creates a partnership or joint venture between the company and the employee. This clarification prevents potential misunderstandings regarding the business roles and limits the company's liability from being treated as a partner or joint venturer in any legal or business context .

The agreement includes a severability clause stating that if any provision is found invalid or unenforceable by a court, the remainder of the agreement shall be interpreted to best effectuate the intent of the parties, ensuring the overall enforceability of its provisions .

The employee is obligated to keep the company's confidential information in the strictest confidence, not disclosing it to anyone outside the company without prior written consent. The employee must also not use the confidential information for any purpose other than for the company's benefit. Additionally, the obligation to maintain confidentiality continues even after the end of employment as long as the information remains a trade secret .

The company can apply to a court for an order enjoining further misappropriation of confidential information, and seek other appropriate relief. The agreement provides for indemnification by the employee for any losses the company incurs due to breaches. Moreover, the prevailing party in a dispute may recover legal fees and costs. Any disputes are subject to the jurisdiction of courts in Ahmedabad, under the laws of the State of Gujarat .

The employee's acknowledgment that the restrictions are fair and reasonably required reinforces the legal standing of the agreement, reduces potential disputes, and ensures the employee's cooperation in maintaining company confidentiality, thus directly protecting the company's interests .

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