Acknowledgment Of Obligations Template

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ACKNOWLEDGEMENT OF OBLIGATIONS

This Acknowledgment of Obligations, covering a Non-Disclosure and a Non-Compete Agreement, herein referred to as the "Agreement," is made effective and entered into this [DATE], by and between:

[EMPLOYEE NAME], an individual whose current residence is located at [ADDRESS], herein referred to as the "Employee."

-AND-

[COMPANY NAME], a company lawfully incorporated by and operating under the laws of [COUNTRY/STATE/PROVINCE] whose place of business is located at [ADDRESS 1], herein referred to as the Company.”

In this Agreement, the Employee and the Company shall be jointly referred to as the “Parties.”

WHEREAS, Company wishes to hire Employee and Employee is willing to be hired by Company for the purpose of performing duties and responsibilities related to [POSITION] to produce [PRODUCT/SERVICES] for Company.
  
WHEREAS, in relation to this employment, Employee may be granted access to develop, or otherwise be provided with specific trade secrets, proprietary or confidential information of Company, business partners, affiliates, subsidiaries or clients of Company.
  
WHEREAS, Employee and Company mutually agree to prevent the unauthorized distribution or exploitation of such information.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties hereto mutually agree on the following:

TERMS AND CONDITIONS 

1. NATURE OF EMPLOYMENT

Company hereby hires and continues to hire Employee and Employee has hereby accepted the terms of employment, subject to certain conditions stipulated herein and at a reasonable compensation as may be agreed upon by Company and Employee from time to time. This Agreement shall start on the date indicated above and shall continue to be effective and enforceable for an indefinite period of time until its natural expiration date or until expressly terminated by either party through a notice of termination, sent within [NUMBER] days before the intended date of termination. During Employee’s employment with Company, Employee shall render his or her complete working schedule to Company's business and shall work to serve Company's interests and goals with all due diligence and faithfulness.

2. CONFIDENTIALITY

Employee agrees and acknowledges that the systems developed, owned, operated and planned by Company, whether used for its own interests or for the benefit of its clients, are confidential in nature and are under the Company’s sole ownership. Employee further acknowledges and confirms that in order to enable Company to deliver and perform services for its customers or clients, such clients may provide to Company confidential information related to their business affairs, assets, property, operational procedures or processes or other relevant information; that the goodwill granted to Company is subject to Company and its employees ability to not disclose details about such services and information and strictly maintain their confidentiality. All such information shall be treated as confidential information under this Agreement. 

3. NON-DISCLOSURE

Employee agrees that, except as directed by Company, the Employee will not, for any reason and at any time, whether through the duration or immediately after his employment with Company, divulge or relay to any individual or use any confidential information, or allow any individual to inspect, duplicate or distribute any documents derived from or contain confidential information, regardless if such information was prepared by the Employee or otherwise came into the possession or control of the Employee. Such acts shall only be allowed if Company gives prior written consent.

4. NON-COMPETITION

Employee acknowledges that due to the sensitive and private nature of the confidential information, using, or even what appears to be the use of, the confidential information in specific situations, may cause irreparable damage that may tarnish the reputation of the Company or the Company’s clients. Until after [NUMBER 1] years from the expiration of  or earlier termination of the employment relationship between Employee and Company, Employee shall not directly or indirectly, or through any associates or organization in any business field, engage or take part in any employment or business activity or undertaking that is in direct competition to the Company’s nature of business.

5. POSSESSION

Employee has agreed and confirmed that in the event employment has expired or been terminated, or upon the request of Company, Employee shall return to Company all documents, files, reports, papers, equipment, tools or other material in or under his possession and control, which may be derived from or contain Confidential Information, along with all documents, files, reports, papers, equipment, tools, materials or work product derived from or related to Employee's services to Company, regardless if such material is under the possession or control of Employee at the date hereof. Employee confirms and agrees that the he shall hold no proprietary interest in any work product owned, developed, planned or used by Employee, which result from his employment by Company. From time to time, upon the request of Company, Employee shall deliver or perform all duties and obligations which may be necessary to prove or record Company's ownership of the aforementioned work product, and does not limit the execution of appropriate copyright and other intellectual property right assignments or applications.

6. SAVING PROVISION

Company and Employee confirm and acknowledge that the terms and conditions prohibiting competition contained in the foregoing section are reasonable and fair in view of all of the circumstances and facts surrounding the relationship between Employee and Company. However, Employee and Company know that in specific situations, courts do not choose to enforce specific non-compete agreements. Accordingly, in furtherance of and not to belittle the provisions of the foregoing section, Company and Employee have agreed that should a court refuse to validate or enforce the terms and conditions contemplated in the preceding paragraph, that paragraph shall be treated as modified or amended to curtail or set a limit, to the maximum extent, on Employee's competition with Company, in both location and time, which the court shall regard as enforceable; however, in no way shall the terms and conditions of the foregoing section be considered as more restrictive to Employee than those stipulated therein.

7. ENTIRE AGREEMENT

This Agreement contains the entire agreement between both Parties in so far as the subject matter of this Agreement is concerned. This Agreement, or a part thereof, may be amended, modified or rescinded only by a written instrument duly agreed upon and signed by both parties hereto.

8. ENFORCEABLE

The terms and conditions of this Agreement shall be valid, effective and enforceable notwithstanding the existence of any controversy, claim, dispute or cause of action of Employee against Company, whether expressly asserted on this Agreement or otherwise.    

9. CLIENTS OF COMPANY

If, for any reason, the employment of Employee with Company shall be terminated, the Employee shall not, for a period of [NUMBER 2] [WEEK/MONTH/YEAR] from the termination of this Agreement, have any direct or indirect commercial transactions whatsoever, through organizations or associates with any client or customer of Company or its partners, affiliates and subsidiaries or any individual or legal entity which has advised or been advised by Company as a prospective customer or client of Company. Employee shall maintain in the strictest confidence, throughout the duration of his or her employment and immediately after the termination of employment, and shall not throughout the duration of employment or thereafter divulge or relay to any person, organization or legal entity, or directly or indirectly utilize, for the Employee's own interest and advantage or the advantage of others, any information classified as confidential information in good conscience and faith such as, but not limited to, specifications of hardware supplied to customers, information as to Company clients, sources or arrangements, information about software programs or applications developed by Company, submitted reports, proposals and procedures of Company, customer lists or contact information or any other information deemed confidential by the Company.    

10. INJUNCTIVE RELIEF

The Employee confirms and acknowledges that divulging or disclosing any Confidential Information or violation of any of the non-competitive terms and conditions set forth herein may cause harm or injury to Company beyond repair and may inadequately pass on the damage to the clients of Company. Accordingly, Company or, a client of Company as may be applicable, may request for and get injunctive relief against any violation or threatened violation of the succeeding situations, besides any other available legal remedies. The Employee has further confirmed and agreed that in case the Employee’s employment with the Company has been terminated, the Employee's capabilities and experience are such that the Employee can be employed in business affairs or activities, which are non-competing or of diverse nature with his or her duties and responsibilities as an employee of Company; and that any remedy enforced hereunder by way of injunction shall not hinder the reasonable livelihood that the Employee is entitled to. The Employee further confirms and acknowledges that the provisions contemplated herein have reasonable scope and content and are important and indispensable to safeguard the legitimate business interests and undertakings of the Company.    

11. GOVERNING LAW

The Agreement, and any conflict, controversy or litigation arising from its interpretation or application, shall be governed by and interpreted or understood in accordance with the laws of the [COUNTRY/STATE/PROVINCE] or the decisions of any court of competent jurisdiction.

12. SURVIVAL

The provisions of this Agreement in connection with non-disclosure or non-competition shall survive and remain enforceable until after the termination of employment, no matter the cause of such termination. 

13. SEVERABILITY

Should one or more provisions of this Agreement be deemed invalid, unlawful or unenforceable, the remaining provisions shall not, in any way, be affected and shall continue to be valid, lawful and enforceable unless otherwise agreed upon. 

14. NOTICE

Any notice to be provided under this Agreement shall be deemed sufficient if sent in writing and transmitted via official courier mail to Employee at his place of residence as the same is reflected on the records and books of Company or, from time to time, to Company at its main place of business, directed to the attention of the President, or otherwise as mandated by Company. 

IN WITNESS WHEREOF, the Parties have expressly consented to the terms and conditions of this Acknowledgment of Obligations and have hereby affixed their signatures on the date first above written.

[COMPANY NAME]            

[AUTHORIZED SIGNATORY]

EMPLOYEE        

[EMPLOYEE NAME]                    

[EMPLOYEE SIGNATURE]