Employee Non-Disclosure Agreement
This agreement (the "Agreement") is entered into by ___________________________________(the “Employee”) upon Employee’s employment with ACS Technologies Group, Inc. ("ACST”), which shall be the effective date of this Agreement.
Employee agrees and acknowledges as follows:
Confidential Information and Intellectual Property
In the performance of Employee's job duties with ACST, Employee will be exposed to ACST's Confidential Information (CI), Intellectual Property (IP) and/or trade secrets. "Confidential Information", "Intellectual Property" and "trade secrets" collectively means information or material that is valuable to ACST and not generally known or readily ascertainable in the industry or other outsiders, regardless of whether the information is in print, written, or electronic form, retained in Employee's memory, or has been compiled or created by Employee, including but not limited to:
technical information concerning ACST products and services, including product know-how, formulas, designs, devices, diagrams, software code, test results, data conversion processes, inventions, research projects and product development, technical memoranda and correspondence;
information concerning ACST business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;
information concerning ACST employees, including salaries, strengths, weaknesses and skills;
information submitted by ACST's customers, suppliers, employees, consultants or co-venture partners with ACST for study, evaluation or use; and
any other information not generally known to the public which, if misused, or disclosed, could reasonably be expected to adversely affect ACST business.
2. Non Disclosure of Confidential Information and Intellectual Property
Employee agrees to keep ACST CI and IP, whether or not prepared or developed by Employee, in the strictest confidence. Employee will not disclose such information to anyone outside ACST without ACST's prior written consent. Nor will the Employee make use of any CI or IP for Employee's own purposes or the benefit of anyone other than ACST.
3. Confidential Information of Others
Employee will not disclose to ACST, use in ACST business, or cause ACST to use any CI, IP or trade secrets of others.
4. Return of Materials
When Employee's employment with ACST ends, for whatever reason, Employee will promptly deliver to ACST all originals and copies of all documents, records, software programs, software code, media and other materials containing any CI or IP. Employee will return to ACST all equipment, files, software programs and other property belonging to ACST.
5. Confidentiality Obligation Survives Employment
Employee's obligation to maintain the confidentiality and security of CI or IP remains even after Employee's employment with ACST ends and continues as long as such CI or IP remains an ACST trade secret.
6. Enforcement – Injunctive Relief
Employee agrees that any misappropriation of CI or IP or other violation of this Agreement may cause ACST irreparable harm, the amount of which may be difficult to ascertain. Therefore, Employee agrees that ACST shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as ACST deems appropriate, to include the attorneys' fees and costs incurred in such action. This right is to be in addition to the remedies otherwise available to ACST.
7. General Provisions
Nothing contained in this Agreement shall be deemed to make Employee a partner or joint venturer of ACST for any purpose. Nothing contained in this Agreement creates an express or implied contract of employment.
Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Indemnity: Employee agrees to indemnify ACST against any and all losses, damages, claims or expenses incurred or suffered by ACST as a result of Employee's breach of this Agreement, to include any attorneys’ fees and costs incurred in enforcement of Employee’s agreements herein or in mediation or remediation due to Employee’s breach.
Governing Law: This Agreement shall be governed in accordance with the laws of the State of South Carolina.
Jurisdiction: Employee consents to the exclusive jurisdiction and venue of the Court of Common Pleas, County of Florence, State of South Carolina in any action arising out of or relating to this Agreement. Employee waives any other venue to which Employee might be entitled by domicile or otherwise.
Employee has carefully read all of this Agreement and acknowledges Employee’s obligations herein and agrees that all of the restrictions set forth are fair and reasonably required to protect ACST's interests.
This Agreement may be executed and delivered by electronic means and upon such delivery the Employee’s electronic acknowledgement will be deemed to have the same effect as if the Employee’s original signature had been delivered to ACST.
| Employee Signature | Employee Name Typed or Printed |