EMPLOYEE CONFIDENTIALITY AGREEMENT

This Employee Confidentiality Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ (the "Company"), and ______________, located at ______________ (the "Employee"), who is employed in the position of ______________.

In consideration of Employee's employment, continued employment, and access to Confidential Information of the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information of the Company or its affiliates, clients, suppliers, or partners, disclosed to Employee or to which Employee has access in connection with Employee's employment, including without limitation: (a) trade secrets, know-how, and proprietary processes; (b) business plans, strategies, financial projections, and budgets; (c) customer and prospective customer lists, contact information, purchasing history, and pricing; (d) supplier lists, pricing, and terms; (e) product designs, formulas, algorithms, source code, and technical specifications; (f) marketing and sales strategies, competitive analyses, and market research; (g) employee compensation, personnel information, and organizational plans; (h) acquisition targets, investment plans, and strategic opportunities; and (i) any other information that Company treats as confidential or that a reasonable person would understand to be confidential from the context of disclosure. Confidential Information includes information in any form: written, oral, electronic, visual, or otherwise.

Confidential Information does NOT include: (a) information that is or becomes publicly known through no fault of Employee; (b) information that was known to Employee before employment, without confidentiality restriction; (c) information independently developed by Employee without use of Confidential Information; or (d) information that Employee is required to disclose by applicable law or court order (provided Employee gives Company prompt notice and cooperates in seeking protective relief).

2. Employee's Confidentiality Obligations

Employee agrees to: (a) hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect Employee's own most sensitive personal information, and in no event less than reasonable care; (b) use Confidential Information only in the performance of Employee's duties for the Company and for no other purpose; (c) not disclose Confidential Information to any person outside the Company, or to any Company employee who does not need it for their work; (d) not copy, download, or store Confidential Information in any manner except as required for authorized job duties; (e) immediately notify the Company upon discovery of any unauthorized disclosure or misuse of Confidential Information; and (f) upon request or termination of employment, return or destroy all Confidential Information in any form.

3. Duration of Obligations

Employee's confidentiality obligations under this Agreement shall continue: (a) for a period of 24 months after termination of Employee's employment, as to all Confidential Information other than trade secrets; and (b) indefinitely, as to all trade secrets of the Company, which shall remain protected under the Defend Trade Secrets Act (18 U.S.C. § 1836) and applicable state trade secret law for as long as the information qualifies as a trade secret.

4. DTSA Notice of Immunity

Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement prohibits Employee from reporting possible violations of law to any governmental agency or entity, including but not limited to the EEOC, NLRB, SEC, OSHA, or any other regulatory authority.

5. Non-Solicitation of Customers

For a period of 12 months following the termination of Employee's employment, Employee shall not, directly or indirectly, solicit, service, or accept business from any customer or prospective customer of the Company with whom Employee had contact or about whom Employee received Confidential Information during the 24-month period preceding termination, for the purpose of providing products or services that compete with those offered by the Company.

6. Return of Company Property

Upon termination of employment or upon Company's request at any time, Employee shall promptly return to Company all Confidential Information in Employee's possession or control, in any form, including all documents, electronic files, notes, copies, recordings, and devices. Employee shall provide Company with written certification of the return or destruction of all Confidential Information upon Company's request.

7. Injunctive Relief

Employee acknowledges that breach of this Agreement would cause irreparable harm to the Company that cannot be adequately compensated by monetary damages alone, and that the Company shall be entitled to seek injunctive relief and specific performance in addition to all other available remedies, without the necessity of posting bond or proving actual damages.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.

EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ AND UNDERSTANDS THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL BEFORE SIGNING.