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CONFIDENTIALITY AND NON-COMPETE AGREEMENT
THIS CONFIDENTIALITY AND NON-COMPETE AGREEMENT (this “Agreement”), effective this
day of ________, 20___, is by and between Corporation and (“Client”), a resident of the State of XXXXXX.
Corporation and Client may be referred to collectively as “parties” or singularly as a “party.”
Representatives of Corporation plan to meet with Client to review a possible business transaction,
consideration of Client’s employment, the providing of technical services, or for the acquisition of
technologies (collectively, the “Transaction”). In connection with the discussions of Corporation and the
Client concerning this Transaction, Corporation may disclose certain confidential information to Client. As
a condition of disclosing confidential information, Client has agreed to treat such information as stated in
this Agreement.
IN CONSIDERATION of the mutual covenants and conditions set forth herein, the parties hereto
hereby agree as follows:
1.
“Confidential Information” Defined. “Confidential Information” means all information disclosed by or
on behalf of Corporation to or obtained by Client concerning Corporation’s business or any product or
service developed (or proposed to be developed) by Corporation, whether such information is
disclosed before or after the date of this Agreement, and whether disclosed in writing, orally or by
inspection. Confidential Information may include, but is not limited to, web site designs, financial data,
business plans, employees or vendors, marketing plans, trade secrets, processes, methods, know-
how, and techniques. Notwithstanding the foregoing, Confidential Information shall not include:
a) Information that at the time of disclosure is in the public domain or is otherwise available to Client
other than on a confidential basis;
b) Information that, after disclosure, becomes a part of the public domain by publication or otherwise
through no fault of Client or any third party under a confid