We are pleased that you have accepted employment with [NAME OF EMPLOYER] (the “Employer”) commencing [START DATE OF EMPLOYMENT, ex. July 1, 1998]. This letter will set out the terms and conditions of confidentiality regarding your employment.
1. You acknowledge that during your employment with the Employer, confidential information of the Employer will be disclosed to you and that any unauthorized disclosure of such information to third parties or use other than for the Employer’s purposes could cause extensive harm to the Employer. Confidential information of the Employer includes any and all trade secrets, confidential, private or secret information of the Employer including without limitation (i) business and financial information of the Employer, (ii) business methods and practices of the Employer, (iii) marketing strategies of the Employer, and (iv) such information as the Employer may from time to time designate as being confidential to the Employer. Confidential information will not include information that is in the public domain, or information that falls into the public domain, unless such information falls into the public domain by disclosure or other acts by you, or through your fault.
You undertake with the Employer that you will not during your employment with the Employer or at any time thereafter, unless prior written consent is given by the Employer, either directly or indirectly, utilize on your own behalf or on behalf of any other person, firm or company (a “person”) or divulge to any other person, except as required by the terms and nature of your employment with the Employer, any confidential information of the Employer, and you shall use your best endeavors to prevent the unauthorized disclosure or publication of such information. In addition, you agree that you will not copy any confidential information of the Employer including any curriculum belonging to the Employer nor remove same form the Employer’s premises without the express written permission of the Employer. You recognize and acknowledge that a breach of this provision may result in the termination of your employment and/or the institution of legal proceedings against you.
2. While the restrictions in section 1 are considered by you and the Employer to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if such restriction shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Employer, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.
3. You agree that you have been advised by the Employer that you should obtain independent legal advice in connection with the terms of this agreement. You confirm that you have either obtained such advice or chosen not to do so and that you fully understand the terms and conditions set out herein and agree to be bound by them.
4. You acknowledge receipt of a copy of this agreement signed by the Employer.
If you agree with the above, please sign both copies of this letter in the presence of a witness and return one copy to the Employer.