This Employee Confidentiality Agreement ("Agreement") is entered into on June 4, 2025 between [COMPANY NAME], a [COMPANY TYPE] ("Company"), and [EMPLOYEE NAME], an individual ("Employee").

RECITALS

WHEREAS, Company is engaged in the business of [DESCRIPTION OF BUSINESS] and has developed and acquired valuable confidential and proprietary information; and

WHEREAS, Employee is employed by Company in the position of [EMPLOYEE POSITION/TITLE] and will have access to confidential information, trade secrets, customer data, and other proprietary information of Company; and

WHEREAS, Company has a legitimate business interest in protecting its confidential information and maintaining its competitive advantages; and

WHEREAS, Employee understands the sensitive nature of the confidential information and agrees to maintain its confidentiality;

NOW, THEREFORE, in consideration of Employee's employment and continued employment with Company, and the compensation and benefits provided to Employee, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information of Company, whether written, oral, electronic, visual, or in any other form, including but not limited to:

a) Technical information, including research and development, inventions, processes, formulas, software, algorithms, designs, engineering drawings, manufacturing processes, and know-how;

b) Business information, including financial data, business plans, marketing strategies, pricing information, cost data, profit margins, and forecasts;

c) Customer information, including customer lists, contact information, purchasing patterns, requirements, and preferences;

d) Employee information, including personnel records, compensation data, and performance evaluations;

e) Supplier and vendor information, including supplier lists, contracts, and pricing arrangements;

f) Strategic information, including merger and acquisition plans, competitive analyses, and market studies;

g) [SPECIFIC TYPES OF CONFIDENTIAL INFORMATION];

h) Any other information that is marked or identified as confidential, proprietary, or trade secret, or that would reasonably be considered confidential under the circumstances.

1.2 Forms of Information. Confidential Information includes information disclosed in any form, including documents, computer files, emails, presentations, conversations, observations, and access to Company facilities or systems.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

2.1 Excluded Information. Confidential Information does not include information that:

a) Is or becomes publicly available through no breach of this Agreement by Employee;

b) Was rightfully known by Employee prior to disclosure by Company;

c) Is rightfully received by Employee from a third party without breach of any confidentiality obligation;

d) Is independently developed by Employee without use of or reference to Company's Confidential Information;

e) Is required to be disclosed by law, regulation, or court order, provided that Employee gives Company prompt written notice of such requirement prior to disclosure.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Non-Disclosure. Employee agrees to:

a) Hold and maintain all Confidential Information in strict confidence;

b) Not disclose any Confidential Information to any third party without Company's prior written consent;

c) Not use Confidential Information for any purpose other than performing Employee's duties for Company;

d) Exercise the same degree of care to protect Confidential Information as Employee uses to protect Employee's own confidential information, but in no event less than reasonable care;

e) Limit access to Confidential Information to those who have a legitimate need to know for Company business purposes.

3.2 Protection Standards. Employee shall take appropriate precautions to prevent unauthorized disclosure of Confidential Information, including but not limited to:

a) Securing physical documents and materials containing Confidential Information;

b) Using secure passwords and access controls for electronic systems;

c) Not discussing Confidential Information in public places or unsecured communications;

d) Following Company's information security policies and procedures.

4. USE RESTRICTIONS

4.1 Permitted Use. Employee may use Confidential Information solely for the purpose of performing Employee's duties and responsibilities for Company.

4.2 Prohibited Uses. Employee shall not:

a) Use Confidential Information for Employee's personal benefit or the benefit of any third party;

b) Copy, reproduce, or distribute Confidential Information except as necessary for Company business;

c) Remove Confidential Information from Company premises without authorization;

d) Access Confidential Information that is not necessary for Employee's job responsibilities;

e) Reverse engineer, disassemble, or attempt to derive underlying information from Company products or systems.

5. RETURN OF INFORMATION

5.1 Return or Destruction. Upon termination of employment or upon Company's request, Employee shall promptly return or destroy all documents, materials, electronic files, and other items containing or representing Confidential Information, including all copies thereof.

5.2 Certification. Upon request, Employee shall provide written certification that all Confidential Information has been returned or destroyed in accordance with this section.

5.3 Continuing Obligations. The return or destruction of Confidential Information shall not relieve Employee of the continuing obligations set forth in this Agreement.

6. THIRD PARTY INFORMATION

6.1 Third Party Confidential Information. Employee acknowledges that Company may have received confidential information from third parties. Employee agrees to treat such third party confidential information with the same level of protection as Company's own Confidential Information.

6.2 No Unauthorized Disclosure. Employee agrees not to bring to Company or use in Company's business any confidential information belonging to Employee's former employers or other third parties, unless Employee has obtained proper written authorization.

7. COMPUTER SYSTEMS AND ELECTRONIC INFORMATION

7.1 System Access. Employee's access to Company computer systems and electronic information is governed by this Agreement and Company's information technology policies.

7.2 Electronic Security. Employee agrees to:

a) Use secure passwords and change them regularly;

b) Not share login credentials with others;

c) Log off systems when not in use;

d) Report suspected security breaches immediately;

e) Not install unauthorized software or access unauthorized websites.

7.3 Electronic Communications. Employee understands that Company may monitor electronic communications and computer usage in accordance with applicable law and Company policies.

8. DISCLOSURE OBLIGATIONS

8.1 Reporting Violations. Employee has a duty to report any actual or suspected violations of this Agreement by Employee or others to Company management.

8.2 Cooperation. Employee agrees to cooperate fully with Company in investigating any actual or suspected breaches of confidentiality, including providing testimony and assistance as reasonably requested.

8.3 Legal Disclosure. If Employee is required by law to disclose Confidential Information, Employee shall provide Company with prompt written notice and cooperate with Company's efforts to seek a protective order or other appropriate protection.

9. REMEDIES AND ENFORCEMENT

9.1 Irreparable Harm. Employee acknowledges that any breach of this Agreement would cause irreparable harm to Company for which monetary damages would be inadequate. Therefore, Company shall be entitled to seek equitable relief, including temporary and permanent injunctive relief, without prejudice to any other rights or remedies.

9.2 Monetary Damages. In addition to equitable relief, Company may seek monetary damages for any breach of this Agreement, including but not limited to lost profits, costs of investigation and enforcement, and reasonable attorneys' fees.

9.3 No Limitation. The remedies set forth in this Agreement are cumulative and not exclusive of any other remedies available at law or in equity.

10. WHISTLEBLOWER PROTECTIONS

10.1 Government Reporting. Nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or any other federal, state, or local agency.

10.2 Protected Disclosures. Employee is not required to obtain Company's prior authorization before making any such reports, and Employee is not required to notify Company that such reports have been made.

11. MISCELLANEOUS PROVISIONS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING LAW STATE], without regard to its conflict of law principles.

11.2 Jurisdiction. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [JURISDICTION].

11.3 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements relating to confidentiality.

11.5 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

11.6 Survival. The obligations set forth in this Agreement shall survive the termination of Employee's employment for a period of [SURVIVAL PERIOD] years, except that obligations with respect to trade secrets shall continue indefinitely or until such information ceases to be a trade secret.

11.7 Assignment. Company may assign this Agreement to any successor or affiliate. Employee may not assign this Agreement without Company's prior written consent.