Disclosure agreement refers to an agreement between the parties to the agreement to not disclose such information to any third party on written or oral information that one party informs the other party about. If a party who is obliged to keep confidentiality violates the agreement and discloses confidential information to a third party, he or she will bear civil or even criminal liability.
In life, many companies do not pay attention to confidentiality agreements, and have not even signed an "employee confidentiality agreement" with their employees. On the one hand, science and technology are the primary productive forces. Once the company's own technology is disclosed, it may gradually lose competitiveness in the market and profits will drop sharply; on the other hand, enterprises may use legally authorized intellectual property rights in production, and a bunch of this information is disclosed, and enterprises may face huge compensation or even bankruptcy.
In order to prevent the occurrence of the above situation, enterprises should pay attention to the following aspects when drafting the "Employee Confidentiality Agreement":
1. Confidential content
Confidential content mainly includes two categories:
(1) Position invention
During the period of employment in the enterprise, inventions, works, computer software, technical secrets or other commercial secret information generated by performing their duties or mainly using the company's material technical conditions, business information, etc., and related intellectual property rights.
Inventions, works, computer software, technical secrets or other trade secret information completed by employees during their tenure in the enterprise and related to corporate business.
(2) Technical secrets and other trade secret information that you contact and know during your tenure, which belongs to the enterprise or is a third party but promises to keep confidentiality.
includes but is not limited to: technical solutions, engineering design, circuit design, manufacturing methods, formulas, process flow, technical indicators, computer software, databases, research and development records, technical reports, test reports, experimental data, test results, drawings, samples, prototypes, models, molds, operating manuals, technical documents, related letters and telephone information, etc.
2. Responsible entity
must clarify the responsible entity for various situations.
3. Confidentiality period
Confidentiality period mainly includes two categories:
(1) is kept confidential indefinitely until the company announces that the decryption or the secret information has actually been disclosed;
(2) is kept confidential for a limited period, and the confidentiality period is calculated to x-year, x-month, x-year from the date of resignation.
4. Confidentiality obligation
Without the consent of the enterprise, no third party (including other employees of the enterprise who do not know the secret in accordance with the provisions of the confidentiality system) shall not be informed, published, published, published, taught, transferred or otherwise made any third party (including other employees of the enterprise who do not know the secret in accordance with the provisions of the confidentiality system) know about technical secrets or other commercial secret information that belongs to the enterprise or belongs to others but who promises to have the obligation to keep the confidentiality, nor shall they use these secret information outside of performing their duties.
Employees will no longer hold any position in other enterprises, institutions, or social groups that produce, operate similar products or provide similar services without the prior consent of the enterprise, including shareholders, partners, directors, supervisors, managers, employees, agents, consultants, etc.
Whether an employee still has the obligations in the preceding paragraph after resigning shall be stipulated separately by both parties in a separate agreement. If the two parties do not sign such a separate agreement, the company shall not restrict the employment and scope of employment of employees after they leave the company.
5. Breach of Contract Liability
Breach of Contract Terms and Conditions must be clear, and the amount of liquidated damages for the employee when the breach of contract should be stated, and the employee should compensate the company for all losses, including but not limited to litigation fees, attorney fees, profit losses, etc.
Enterprises should also agree on jurisdiction issues regarding breach of contract and may agree on the place of residence of the enterprise to save travel costs.
attached template:
confidentiality contract for enterprise employees
Party A: Zhang San
Party B: xxx company
In view of the fact that Party A is in Party B and has received the corresponding remuneration paid by Party B, both parties formulate the following terms and jointly abide by it regarding matters related to Party A's maintenance of Party B's technical secrets and other commercial secrets during his term of office and after his resignation:
Article 1 Both parties confirm that during Party A's tenure in Party B, the relevant intellectual property rights are all enjoyed by Party B's inventions, works, computer software, technical secrets or other commercial secret information generated by Party B's performance of its duties or mainly using Party B's material technical conditions, business information, etc. Party B may make full and free use of these inventions, works, computer software, technical secrets or other trade secret information within its business scope to produce, operate or transfer it to third parties. Party A shall provide all necessary information and take all necessary actions in accordance with Party B's request, including application, registration, registration, etc., to assist Party B in obtaining and exercising relevant intellectual property rights.
The above inventions, works, computer software, technical secrets and other commercial secrets, the relevant invention rights, right to sign (except for Party B that should be signed by Party B in accordance with the law) and other moral rights are enjoyed by Party A, who is the inventor, creator or developer. Party B respects Party A's spiritual rights and assists Party A in exercising these rights.
Article 2 If Party A claims that it enjoys intellectual property rights by itself, it shall promptly declare to Party B. If Party B verifies that it is indeed a non-official achievement, Party A will enjoy intellectual property rights. Party B shall not use these results to produce and operate without Party A's explicit authorization, nor shall it transfer it to third parties on its own.
If Party A fails to declare, it is presumed that it belongs to the official achievements, and Party B may use these achievements to produce, operate or transfer them to a third party. Even if it is proven in the future that it is actually a non-official achievement, Party A shall not require Party B to bear any economic responsibility. After Party A declares that if Party B has objections to the ownership of the results, it can be resolved through negotiation; if no negotiation is reached, it can be resolved through litigation.
Article 3 During his tenure at Party B, Party A must abide by any written or unwritten confidentiality rules and systems stipulated by Party B and perform confidentiality duties corresponding to his position.
Party B's confidentiality rules and systems do not stipulate or have unclear provisions. Party A should also take any necessary and reasonable measures in a prudent and honest manner to maintain any technical secrets or other trade secret information known or held during his term that it is a technical secret or other trade secret information that it is a third party or that it is a third party but Party B promises to have a confidentiality obligation to maintain its confidentiality.
Article 4 In addition to the need to perform duties, Party A promises that without the consent of Party B, no third party (including other staff members of Party B who are not aware of the secrets in accordance with the provisions of the confidentiality system) shall not be disclosed, informed, published, published, published, taught, transferred or otherwise make any third party (including other employees of Party B who are not aware of the secrets in accordance with the provisions of the confidentiality system) know about technical secrets or other commercial secret information that belongs to Party B or belongs to others but Party B promises to have the obligation to keep confidential, and shall not use these secret information outside of performing its duties.
Party A's superior supervisor agrees that Party A discloses or uses relevant technical secrets or other commercial secrets, it shall be deemed that Party A has agreed to do so unless Party B has made it public in advance that the supervisor has no such authority.
Article 5 Both parties agree that after Party A resigns, he still bears the same confidentiality obligation as during his tenure as Party B and the obligation to use the secret information without authorization for the technical secrets and other commercial secret information that belongs to Party B or that although they belong to Party B, although Party B has committed to confidentiality obligations and the obligation to not use the secret information without authorization, regardless of the reasons Party A has resigned.
The period for Party A to assume confidentiality obligations after resigning is the following type x (if no choice is made, it is deemed to be indefinitely guaranteed):
(A) is kept confidential indefinitely until Party B announces that decryption or the secret information has actually been disclosed;
(B) is kept confidential for a limited time, and the confidentiality period is calculated to x-month x-year from the date of resignation.
Party B agrees to pay the confidentiality fee to Party A for its confidentiality obligations after resignation. The payment method for confidentiality fee is the following type x :
(A). When Party A leaves, will pay x yuan for one lump sum of .
(B) Party A recognizes that when Party B pays Party A's salary and remuneration, Party B has considered the confidentiality obligations that Party A needs to bear after resigning, so there is no need to pay additional confidentiality fees when Party A leaves.
Article 6 Party A promises that when performing his duties for Party B, he shall not use any technical secrets or other commercial secret information that belongs to others without authorization, nor shall he commit acts that may infringe on others' intellectual property rights without authorization.
If Party A violates the above commitment and causes Party B to be infringed by a third party, Party A shall bear all the expenses paid by Party B to respond to the lawsuit; if Party B bears the liability for infringement compensation for the reason, it has the right to seek compensation from Party A. The above-mentioned response costs and infringement compensation can be deducted from Party A's salary and remuneration.
Article 7 When Party A performs his duties, in accordance with Party B's clear requirements or in order to complete the specific work tasks clearly delivered by Party B, it will inevitably lead to infringement of other people's intellectual property rights, if Party B suffers from infringement allegations from a third party, the litigation costs and infringement compensation shall not be borne or partially borne by Party A.
The request or task delivered by the superior supervisor of Party A shall be deemed to be the request or task delivered by Party B, unless Party B has made it public in advance that the supervisor has no such authority.
Article 8 Party A promises that during his tenure in Party B, he will no longer hold any position in other enterprises, institutions, and social groups that produce, operate similar products or provide similar services with Party B without the prior consent of Party B, including shareholders, partners, directors, supervisors, managers, employees, agents, consultants, etc.
Whether Party A still bears the obligations in the preceding paragraph after resigning shall be stipulated separately by both parties in a separate agreement. If both parties do not sign such a separate agreement, Party B shall not restrict Party A's employment and employment scope after resigning from Party B.
Article 9 All documents, materials, charts, notes, reports, letters, faxes, tapes, disks, instruments and any other carriers that Party A holds or keeps due to its duties shall belong to Party B, regardless of whether these secret information has commercial value or not.
If the carrier recording the secret information is prepared by Party A, it is deemed that Party A has agreed to transfer ownership of these carriers to Party B. Party B shall give Party A economic compensation equivalent to the value of the carrier itself when Party A returns these carriers.
Article 10 Party A shall return all property belonging to Party B, including all carriers that record Party B’s secret information when resigning or when Party B makes a request.
However, when the carrier recording the secret information is provided by Party A and the secret information can be eliminated or copied from the carrier, Party B can copy the secret information to other carriers that Party B enjoys ownership and eliminate the secret information on the original carrier. In this case, Party A does not need to return the carrier, and Party B does not need to give Party A financial compensation.
Article 11 Technical secrets mentioned in this contract include but are not limited to: technical solutions, engineering design, circuit design, manufacturing methods, formulas, process flow, technical indicators, computer software, databases, research and development records, technical reports, test reports, experimental data, test results, drawings, samples, prototypes, models, molds, operating manuals, technical documents, related letters and telephone information, etc.
Other trade secrets mentioned in this contract include but are not limited to: customer list, marketing plan, procurement information, pricing policies, financial information, purchase channels, etc.
Article 12 The term of office referred to in this contract is marked by the salary received by Party A from Party B, and the work period represented by the salary is the service period. The term of office includes the time when Party A works overtime outside normal working hours, regardless of whether the overtime place is in Party B's workplace.
The resignation mentioned in this contract shall be based on the time when either party clearly expresses its termination or resignation of the employment relationship. Party A's refusal to receive wages and stop performing his duties shall be deemed to have resigned. Party B's act of refusing to pay Party A's full or part of its salary without a legitimate reason shall be deemed to have Party A dismissed.
Article 13 If the dispute arising from this contract cannot be resolved through negotiation, either party has the right to file a lawsuit. Both parties agree to choose the place of residence of Party B as the court of jurisdiction.
The above agreement does not affect Party B's request to the intellectual property management department to carry out administrative handling of the infringement.
Article 14 If Party A violates any clause of this contract, he shall pay Party B one-time liquidated damages x yuan ; regardless of whether the liquidated damages are paid or not, Party B has the right to immediately terminate the employment relationship with Party A without notice.
If Party A's breach of contract causes losses to Party B, Party A shall compensate Party B for the losses. The liquidated damages cannot be used to compensate for losses, but they can be deducted from the amount of losses.
Article 15 This contract takes effect from the date of completion of the signing or stamping of both parties.
Article 16 If this contract conflicts with the previous oral or written agreement between the parties, this contract shall prevail.
The modification of this contract must be in written form agreed by both parties.
Article 17 Both parties confirm that they have carefully reviewed the content of the contract before signing this contract and have fully understood the legal meaning of the terms of the contract.
Party A:
ID number:
Year 1 Month Day
Party B:
Legal representative:
Year 1 Month Day
