Company intends to hire the Employee to assist in the production of Mini Games line (the “SpicyGames.com” ), and Company may furnish certain Confidential Information to you in order to achieve this goal. Employee understands this Confidential Information is given only for the purpose of this business, and Employee will not disclose any Confidential Information except to legal counsel, subcontractors, employees, manufacturers, associates or anyone else to whom disclosure is necessary to accomplish this goal (the “Representatives”). Employees will not use or assist others to use this Confidential Information for competition with our business.
Confidential Information might include, but not be limited to: (1) business plans, financial information, forecasts, strategies, projections, analysis, business manuals, methods, and practices; (2) lists of personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, graphics, illustrations, models, samples, tools, computer programs, technical information, or other related information. Such Information that is proprietary and confidential will be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying Employee of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate. Confidential Information shall not, however, include any information which (a) is or becomes generally available to the public other than as a result of disclosure by Employee or by your Representatives in violation of the terms hereof; (b) was or becomes available to you or your Representatives on a non-confidential basis from a source other than us, or (c) is independently developed by or on behalf of you or your Representatives without use of or reference to Confidential Information.
Employee will not disclose any Confidential Information except to your Representative who reasonably needs to know such information for assisting the Employee in the Business. In the event that you are requested or required by law, regulation, regulatory authority or other applicable judicial or governmental order to disclose Confidential Information, you shall provide us with immediate notice of such request or requirement so Company may (at our sole expense) seek a protective order or other appropriate remedy to limit or minimize such disclosure.
For a period of two (2) years after the termination or expiration of this Agreement, You will not directly or indirectly engage in any business that competes with said Company, in particular with the clients of the Company. This covenant shall apply to the geographical area that includes cities like [cities]. You agree not to carry on, participate, or have any interest in any competing business venture or enterprise with former employees of said Company that are representing former Company clients. For purposes of this agreement, the term “Competing Business” shall mean any person, corporation, or other entity which provides or attempts to provide any products and/or services which are the same as, or similar to, the products and/or services performed by said Company at any time.
Return or destruction of Materials.
All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Company and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Employee. Employee shall honor any request from the disclosing Company to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information within five (5) days of prior written request from Company.
Nothing in this Agreement shall be deemed to grant you a licence expressly or by implication under any patent, copyright or other intellectual property right. Employee hereby acknowledges and confirms that all existing and future intellectual property rights relating to the Confidential Information are the exclusive property of the Company. Employee will not apply for or obtain any intellectual property protection in respect of the Confidential Information. All intellectual property rights relating to any drawings, design, documents and work carried out by you (whether past, present or future) using the Confidential Information will belong to and will vest in Company. Employee will do all such things and execute all documents necessary to enable Company to obtain, defend or enforce its rights in such drawings, design, documents and work.
Both the Company and Employee agree that the Company will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Company shall be entitled to obtain injunctive relief, recovery for damages, losses, and expenses against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
This Agreement shall continue for two (2) year from the Effective Date. Employee agree that unless and until a definitive agreement between Employee and the Company has been executed, neither Employee nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. However, your obligation not to disclose Confidential Information shall continue for a period of two (2) years after the termination or expiration of this Agreement.
Governing Law and Dispute Resolution
The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the laws of Israel. Any suit involving any dispute or matter arising under this Agreement may only be brought in the Courts of Israel. Both parties hereby consent to the exercise of personal jurisdiction by such Court with respect to any such proceeding.
This Agreement constitutes the entire understanding between the parties hereto.