Passive Candidate Non-Disclosure Agreement

PARTIES

[Your Company Name], located at [Your Company Address], represented by its Chief Executive Officer, [Your Name], hereinafter referred to as the "Company," and [Name], residing at [Address], hereinafter referred to as the "Candidate," collectively referred to as the "Parties," hereby enter into this Non-Disclosure Agreement ("Agreement") on this [Month Day, Year] ("Effective Date"). The Company, a corporation organized under the laws of the State of California, is committed to safeguarding its proprietary and confidential information. 

WHEREAS, the Candidate is interested in exploring potential employment opportunities with the Company and may be provided with access to certain confidential and proprietary information during the interview process;

WHEREAS, the Company is willing to provide the Candidate with access to such confidential and proprietary information under the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:

CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all non-public, proprietary, and confidential information, whether written, oral, or in electronic form, that the Company may disclose or make accessible to the Candidate during the course of discussions, interviews, or evaluations for potential employment, including but not limited to:

1. Trade secrets;

2. Business plans, strategies, and models;

3. Financial information;

4. Customer lists and contact information;

5. Product designs and specifications;

6. Marketing and sales data;

7. Software code and algorithms;

Any other information marked or identified as confidential by the Company.

NON-DISCLOSURE AND NON-USE

1. The Candidate agrees not to disclose, use, copy, or otherwise reproduce any Confidential Information, except as required in the course of the evaluation process and solely for the purpose of considering potential employment with the Company.
   

2. The Candidate shall exercise the same degree of care in protecting the Confidential Information as the Candidate uses to protect their own confidential and proprietary information of a similar nature but no less than a reasonable degree of care.
   

3. The obligations under this Agreement shall survive any termination of discussions or interviews between the Parties.

RETURN OF MATERIALS

Upon the Company's request or upon the termination of discussions or interviews, the Candidate shall promptly return to the Company all documents, electronic files, and other materials containing or relating to the Confidential Information.

LEGAL AND EQUITABLE REMEDIES

The Parties agree that any breach of this Agreement may result in irreparable harm to the Company, and that monetary damages alone may not be adequate to compensate the Company for such harm. Therefore, in addition to any other remedies available to it at law or in equity, the Company shall be entitled to seek injunctive relief to enforce the provisions of this Agreement.

NO EMPLOYMENT OBLIGATION

This Agreement does not create any obligation on the part of the Company to offer employment to the Candidate, nor does it guarantee the Candidate's selection for employment.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written, between the Parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.

Company Signature Candidate Signature

(signature) (signature)

[Your Name] Sarah J. Anderson

Chief Executive Officer IT Specialist

July 15, 2053 July 15, 2053

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