This Agreement is entered into between Halcyon Systems, Inc. (the ”Company”) and the employee identified below (the ”Employee”) as a condition of and in consideration of employment, continued employment, and access to the Company's confidential and proprietary information. The Employee acknowledges that in the course of employment they will receive Confidential Information that is vital to the Company's business and agrees to the terms below.
1Confidential Information
<b>Confidential Information</b> means all non-public information of the Company, in any form, including but not limited to source code, algorithms, system architecture, product roadmaps, customer and prospect lists, pricing, financials, business plans, and any <b>trade secrets</b> as defined by applicable law. Information is Confidential whether or not marked, where a reasonable person would understand it to be confidential from its nature or the circumstances of disclosure.
2Obligations of the Employee
The Employee shall hold all Confidential Information in strict confidence and use it solely to perform their duties for the Company.
2.1
Not disclose Confidential Information to any person inside or outside the Company except those with a legitimate need to know in the performance of Company business.
2.2
Not use Confidential Information for personal benefit or the benefit of any third party, and not copy or remove it from Company premises or systems except as authorized.
2.3
Protect Confidential Information with the same care used for the Company's own most sensitive materials, and promptly report any suspected loss or unauthorized disclosure.
3Exclusions
These obligations do not apply to information the Employee can show: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in the Employee's possession before disclosure by the Company; or (c) is required to be disclosed by law or valid court order, provided the Employee gives the Company prompt written notice and reasonable cooperation to seek protection. Nothing here limits the Employee's rights under whistleblower laws to report a violation to a government agency.
4Return of Materials
Upon termination of employment or the Company's request, the Employee shall promptly return or destroy all Confidential Information and all copies, including documents, devices, files, and credentials, and shall certify such return or destruction in writing if requested.
5Post-Employment Covenants & Survival
The Employee's confidentiality obligations <b>survive the end of employment</b> and continue for so long as the information remains confidential; obligations regarding trade secrets continue for as long as the information qualifies as a trade secret. For twelve (12) months following separation, the Employee shall not solicit Company employees or use Confidential Information to solicit Company customers, to the extent permitted by applicable law.
6Remedies & General Provisions
The Employee agrees that breach may cause irreparable harm for which money damages are inadequate, and that the Company is entitled to seek <b>injunctive relief</b> in addition to other remedies. This Agreement is governed by the laws of the State entered above, is the entire agreement on its subject, may not be waived except in writing, and remains in effect as to its enforceable provisions if any part is held invalid. It does not alter the at-will nature of employment.
Acknowledgment. By signing below, the Employee confirms that they have read and understood this Agreement, have had the opportunity to ask questions, and agree to be bound by its terms as a condition of employment with the Company.
Executed as of the Effective Date
Employee
Name: Priya Nair
Date: ____________________
For the Company
Name: Daniel Reyes
Title: VP, People Operations
Date: ____________________