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CCOONNFFIIDDEENNTTIIAALLIITTYY AAGGRREEEEMMEENNTT

BETWEEN

[insert name of Company]

(Company No. [insert registration numbers])

AND

[insert name of Employee]

TTHHEELLAAWW DDOOCCSSwww.thelawdocs.com

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Confidentiality Agreement

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Once you have drafted your document based on this agreement, you must update your agreement

and table of contents by selecting Edit, Select All, click on the right button of your mouse and click

on Update Field.

Table of contents

Clause Page

1 Definitions and interpretation 11.1 Definitions 11.2 Interpretation 21.3 Table of contents & headings 31.4 Schedules, recitals and annexes 3

2 Undertakings 33 Further undertaking 44 Proprietorship 45 Duration 46 Exclusions 57 Public statements 58 Return of documents 59 Termination of employment 610 Representation and warranties 6

10.1 Warranties 610.2 Basis of warranty 6

11 Costs and expenses 711.1 Costs 711.2 Stamp duty 7

12 Notices 712.1 How notices may be given 712.2 When notice taken as given 712.3 Change of address or fax number 712.4 If notice not received 712.5 Notice by solicitors 7

13 General 813.1 Entire Agreement 8

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Confidentiality Agreement

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13.2 Execution 813.3 Effective date 813.4 Counterparts 813.5 Amendments & additions 813.6 Successors & assigns 813.7 Assignment 813.8 No Partnership or agency 813.9 Invalidity & severability 913.10 Time of the essence 913.11 Knowledge & acquiescence 913.12 Rights & remedies 913.13 Law 9

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Confidentiality Agreement

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This agreement

is made on between the following parties:

1. [insert name of Company](Company No.[ insert company registration numbers])

[a company incorporated in [insert country of incorporation] and having itsregistered address at] / of [insert address](Company)

2. [insert name of Employee]

of [insert address](Employee)

Recitals

A. The Company carries on the business of [describe the nature of the business].B. The Employee [describe the responsibilities].

C. During the course of the Employees employment with the Company, theCompany will train and continue to train the Employee and to impart to himproprietary, confidential, and/or trade secret information, data, and/or materials ofthe Company.

D. The Company has a vital interest in maintaining its confidential information andtrade secrets, as well as rights to inventions, since doing so allows the Companyto compete fairly and enhances the value of the Company to shareholders and jobsecurity for employees.

E. In presentations, discussions, correspondence and other disclosure between the

Company and the Employee relating to areas of commercial and technicaldevelopment the Employee will acquire or be informed of confidential details andinformation concerning or developed by the Company.

F. The Company is desirous to continue to procure the Employees services and theEmployee is willing to be employed by the Company upon the terms and subjectto the conditions set forth below.

The parties agree as follows:

1 Definitions and interpretation

1.1 Definitions

In this agreement

Company shall mean the Company, its successors and assigns, and any of its current orfuture subsidiaries, or organisations controlled by, controlling, or under common controlwith it.

Confidential Information shall mean as against each party to this agreement allinformation of a confidential nature relating to the Company. Such information shallinclude but not limited to all information relating to the operations, plans, proposals,intentions, know-how, trade secrets, copyright and other intellectual property rights,

software, market opportunities, strategies, customers and potential customers, contactslist, customers list, price quotations, price list, formulas for price quotations, competitors