CI2 Non-Disclosure Agreement
CONFIDENTIALITY; NON-SOLICITATION AGREEMENT
1.1 Covenants Regarding Confidential Information, Trade Secrets, and Other Matters.
Employee covenants and agrees as follows:
(a) Definitions. For purposes of this Agreement, the following terms are defined as follows:
(1) "Trade Secret" means all information possessed by or developed for Cyber Crime Investigators Association, Inc. or "Company" or any of its subsidiaries, including, without limitation, a compilation, program, device, method, system, technique or process, to which all of the following apply: (i) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
(2) "Confidential Information" means information, to the extent it is not a Trade Secret, Classified, or otherwise, which is possessed by or developed for the Company or any of its subsidiaries and which relates to the Company's or any of its subsidiaries' existing or potential business or technology, which information is generally not known to the public and which information the Company or any of its subsidiaries seeks to protect from disclosure to its existing or potential competitors or others, including, without limitation, for example: business plans, strategies, existing or proposed bids, costs, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans, negotiation strategies, training information and materials, information generated for client engagements and information stored or developed for use in or with computers. Confidential Information also includes information received by the Company or any of its subsidiaries from others which the Company or any of its subsidiaries has an obligation to treat as confidential.
(b) Nondisclosure of Confidential Information. Except as required in the conduct of the Company's or any of its subsidiaries' business or as expressly authorized in writing on behalf of the Company or any of its subsidiaries, Employee shall not use or disclose, directly or indirectly, any Confidential Information during the period of his/her employment with the Company. In addition, following the termination for any reason of Employee's employment with the Company, Employee shall not use or disclose, directly or indirectly, any Confidential Information. This prohibition does not apply to Confidential Information after it has become generally known in the information technology or cyber intelligence industries in which the Company conducts its business. This prohibition also does not prohibit Employee's use of general skills and knowledge acquired during and prior to employment by the Company, if such use does not involve the use or disclosure of Confidential Information or Trade Secrets.
(c) Trade Secrets.
During Employee's employment by the Company, Employee shall do what is reasonably necessary to prevent unauthorized misappropriation or disclosure and threatened misappropriation or disclosure of the Company's or any of its subsidiaries' Trade Secrets and, after termination of employment, Employee shall not use or disclose the Company's or any of its subsidiaries' Trade Secrets if they remain, without misappropriation, Trade Secrets.
(d) Copyright. All copyrightable work by the Employee relating to the Company's business or the business of any subsidiary or affiliate of the Company during the term of the Employee's employment by the Company is intended to be "work made for hire" as defined in Section 101 of the Copyright Act of 1976, and shall be the property of the Company. If the copyright to any such copyrightable work is not the property of the Company by operation of law, the Employee will, without further consideration, assign to the Company all right, title and interest in such copyrightable work and will assist the Company and its nominees in every way, at the Company's expense, to secure, maintain and defend for the Company's benefit, copyrights and any extensions and renewals thereof on any and all such work including translations thereof in any and all countries, such work to be and remain the property of the Company whether copyrighted or not. The Employee will be able to use a minimum of three excerpts of a copyrightable work for use in a future employment portfolio. Said excerpts are to be selected by the Employee, and approved by an authorized representative of the Company prior to release, and may have confidential or other restricted information redacted from the work prior to release.
(e) Exceptions. The provisions of paragraphs (b) and (c) above will not be deemed to prohibit any disclosure that is required by law or court order, if Employee has not intentionally taken actions to trigger such required disclosure and, so long as not prohibited by any applicable law or regulation, the Company is given reasonable prior notice and an opportunity to contest or minimize such disclosure.
1.2 Return of Documents.
Immediately upon termination of employment, Employee- will return to the Company, and so certify in writing to the Company, all the Company's or any of its subsidiaries' papers, documents and things, including information stored for use in or with computers and software applicable to the Company's and its subsidiaries' business (and all copies thereof), which are in Employee's possession or under Employee's control, regardless whether such papers, documents or things contain Confidential Information or Trade Secrets.
1.3 No Conflicts.
To the extent that they exist, Employee will not disclose to the Company or any of its subsidiaries any of Employee's previous employer's confidential information or trade secrets. Further, Employee represents and warrants that Employee has not previously assumed any obligations inconsistent with those of this Agreement and that employment by the Company does not conflict with any prior obligations to third parties. In addition, Employee and the Company agree that it is important for any prospective employer to be aware of this Agreement, so that disputes concerning this Agreement can be avoided in the future. Therefore, the Employee agrees that, following termination of employment with be Company, the Company may forward a copy of this Agreement (and any related Exhibits here to any future prospective or actual employer, and the Employee releases the Company from any claimed liability or damage caused to the Employee by virtue of the Company's act in making that prospective or actual employer aware of this Agreement (and any related Exhibits hereto).
1.4 Agreement on Fairness.
Employee acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by Employee, (ii) Employee has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon Employee hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of the Company, and such covenants and duties will not place an undue burden upon Employee's livelihood in the event of termination of Employee's employment by the Company and the strict enforcement of the covenants contained herein.
1.5 Future Assistance to the Company.
Any Employee who separates, for any reason or without reason, will be obligated to provide reasonable assistance to the Company for the transitory period; that is, the period between said Employee's separation from the Company and the conclusion of the restrictive covenant period. This assistance may include any reasonable business, legal, or technological assistance the Company may require which only the Employee is able to provide. Said assistance cannot violate local, state, or federal law; international treaties, or any other valid legal restriction. Additional exceptions would include actual or legal impossibility. This assistance would not entitle the employee to additional compensation by the Company, and does not constitute a re-offer of employment by the Company.
1.6 Modified Restrictive Covenant.
This modified restrictive covenant is to cover a period of at least three (3) months, or equal to the length of the employee's employment at Company, up to two (2) years. This period begins following separation of the employee from the Company, for any reason or without reason. This modified restrictive covenant is to include compensation equal to one quarter (1/4) of average earnings and the monetary equivalent of any Company-paid benefits earned during the employment period, up to the equivalent of six (6) months compensation and benefits, payable upon separation from the Company. This modified restrictive covenant is not to cover unpaid internships, or any educational or training requirements.
1.7 Governing Law.
This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Virginia, without regard to its conflict of laws rules.
1.8 Equitable Relief and Remedies.
Employee acknowledges that any breach of this Agreement will cause substantial and irreparable harm to the Company for which money damages would be an inadequate remedy. Accordingly, the Company shall in any such event be entitled to seek injunctive and other forms of equitable relief to prevent such breach and the prevailing party should be entitled to recover from the other, the prevailing party's costs (including, without limitation, reasonable attorneys' fees) incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity.