Employee Confidentiality Agreement

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Employee Confidentiality Agreement

Employee Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT (the“Agreement”) is made as of the electronic date when signed (the "effective date") by and between, as applicable, Make Subs Great Again, LLC on the one hand, and (“Employee”). (Employee will be employed by Make Subs Great Again, LLC, which is referenced where appropriate in this Agreement as “Employer.” Employee makes the commitments in this Agreement to his or her Employer.
1. Background.
Make Subs Great Again, LLC has invested (and continues to invest) substantial time, effort, and money in their company. As such, Make Subs Great Again, LLC must safeguard certain proprietary information that is disseminated to employees of Make Subs Great Again, LLC.
Employee desires to become an employee of Employer and acknowledges that, during the term of his or her employment with Employer, he or she will have access to Confidential Information in order to perform his or her employee duties. Employee understands the importance of preserving the confidentiality of this Information. Employer is willing to hire Employee only on the condition that Employee agrees to comply with this Agreement’s obligations. Employee understands that Employer is hiring Employee in reliance on Employee’s willingness to comply with this Agreement and that Employer would not hire Employee if he or she were not willing to do so. Employee understands that complying with this Agreement is essential to protect Make Subs Great Again, LLC’s legitimate business interests.
2. Confidentiality.
(a) The term “Confidential Information,” as used in this Agreement, means certain confidential and proprietary information, including trade secrets. Confidential Information includes, but is not limited to: (a) plans and specifications; (b) training methods, materials, programs, and systems for employees; (c) methods, techniques, formats, specifications, standards, systems, procedures, sales and marketing techniques, and knowledge and experience in developing and operating a business; (d) marketing, advertising, and promotional programs (e) Operations Manuals; (f ) knowledge of specifications for and suppliers of products, materials, supplies, equipment, and services used in connection with developing and operating a business; (g) the identities of suppliers and the terms of supplier contracts; (h) knowledge of operating results and financial performance of Make Subs Great Again, LLC; (i) ongoing product and service research and development; and (j) new site investigation or selection criteria.
(b) In consideration of Employer’s willingness to employ Employee, the compensation that Employer will pay to Employee, the training that Employer will provide to Employee, and the introduction of Employee to Employer’s customers, suppliers, and other business associates, Employee agrees to use the Confidential Information only to the extent reasonably necessary to perform his or her duties on behalf of Employer, taking into consideration the confidential nature of the Confidential Information. Employee acknowledges and agrees that neither Employee nor any other person or entity may acquire any interest in or right to use the Confidential Information other than in performing his or her duties during the scope of his or her employment by Employer and that any unauthorized use or duplication of the Confidential Information would be detrimental to Employer, would damage Make Subs Great Again, LLC’s legitimate business interests, and would constitute a breach of Employee’s obligations of confidentiality. (c) Employee acknowledges and agrees that the Confidential Information is confidential to and a valuable asset of Make Subs Great Again, LLC. The Confidential Information will be disclosed to Employee solely on the condition that Employee agrees, and Employee therefore does hereby agree, that during and after his or her employment by Employer, he or she: (1) will not use the Confidential Information in any other business or capacity; (2) will maintain the absolute confidentiality of each item of Confidential Information for as long as such item remains confidential (apart from any breach of a duty of confidentiality by any person or entity that owes such a duty to Make Subs Great Again, LLC); (3) will not make unauthorized
Confidential Information in any other business or capacity; (2) will maintain the absolute confidentiality of each item of Confidential Information for as long as such item remains confidential (apart from any breach of a duty of confidentiality by any person or entity that owes such a duty to Make Subs Great Again, LLC); (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written or any other tangible form; and (d) will adopt and implement all reasonable procedures prescribed from time to time by Employer to prevent unauthorized use or disclosure of or access to the Confidential Information.
(e) In the event Employee is subpoenaed to produce documents or testify regarding any of Employer’s Confidential Information, Employee agrees to immediately notify Employer upon receipt of the subpoena or other legal process that may result in disclosure of the Confidential Information, to allow Employer an opportunity to take legal action to protect its Confidential Information from disclosure.
(f) Upon termination of employment for whatever reason or for no reason, or upon an earlier request of Employer, the Employee will return or deliver to Employer all tangible materials embodying Confidential Information in the Employee’s possession or control, including but not limited to drawings, specifications, documents, records,devices, models, derivative works, or any other material and copies or reproductions thereof. Upon request, the Employee will certify in writing that all Confidential Information has been turned over to Employer.
3. Actions in Case of Actual or Suspected Security Breach. Employee will notify Employer immediately, and in no event later than 24 hours afterwards, of any actual, attempted, or suspected unauthorized access, use, disclosure, or compromise (collectively, “Security Breach”) of Employer’s Confidential Information, employee confidential information, including social security numbers, medical information, bank account numbers or other private information, or customer private information. Employee will notify Employer of the circumstances and extent of the Security Breach. Employee will cooperate with the Employer’s investigation and will make reasonable efforts to respond to each actual or attempted Security Breach.
4. Amendment. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof; provided, however, that nothing in this Agreement changes that at-will nature of the employment relationship between Employer and Employee. The at-will relationship means that either Employer or Employee may terminate the employment relationship at any time, with or without notice and with or without cause or for no cause. This at-will employment relationship can only be changed in a writing signed by the President of the Company.
5. Costs and Attorneys’ Fees. The prevailing party in any action to enforce the obligations under this Agreement is entitled to an award of attorney’s fees and costs. Employee agrees to reimburse Employer for all costs and expenses, including attorney’s fees that Employer incurs to enforce this Agreement against Employee.
6. Governing Law. This Agreement and the relationship of the parties will be governed by the laws of the State of Texas, without regard to its conflicts of laws rules.
7. Severability. The parties desire that this Agreement be enforced to the fullest extent possible under applicable law and therefore agree that, if any provision is deemed to be unenforceable or unlawful, that provision will be ignored to the extent of its unenforceability or unlawfulness, but the remaining portions of that provision, and this Agreement as a whole, will be enforced to the fullest extent possible. The parties expressly agree that any court may “blue pencil” any provision in this Agreement and enforce it to the maximum extent allowed under applicable law.