FREE Canadian Employee Confidentiality Agreement

EMPLOYEE CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") dated [Date] is made by and between:

[Name of the Employee] havinga permanent place of residence at [Address] (the "Employee") OF THE FIRST PART

AND

[Name of the Company] having its registered address at [Address] (the "Company") OF THE SECOND PART

WHEREAS:

The Employee is currently or may be employed as an employee with the Company for the position of [Position of the Employee].

Ascondition of the Company engaging the Employee and the Company providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidentiality

Employee agrees that any and all knowledge or information that may be obtained in the course of the employment with respect to the conduct and details of the business of the Company and with respect to the secret processes, formulas, machinery, etc. used by the Company in manufacturing its products or services will be forever held inviolate and be concealed from any competitor and all other persons.

The Confidential Information will not include information that:

i. is generally known in the industry of the Company.

ii. is now or subsequently becomes generally available to the public through no wrongful act of the Employee;

iii. the Employee rightfully had in his possession prior to receiving the Confidential Information from the Company;

iv. is independently created by the Employee without direct or indirect use of the Confidential Information; or;

v. the Employee rightfully obtains from a third party who has the right to transfer or disclose it.

2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Company and will only be used by the Company for the permitted purpose.

Ownership and Title



The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Company.

1. This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trade-marks or copyrights for which.

Remedies

The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Company. Accordingly, the Employee agrees that the Company is entitled to an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

The Employee agrees that, upon request of the Company, or in the event that the Employeeceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Company all documents, disks or other computer media, or other material in the possession or control of the Employee.

Governing Law:

This Agreement will be governed by the laws in effect in [Province], Canada.

IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their respective hands on the day and date first hereinabove mentioned.



Company Employee

_________________ ____________________

Date: Date: