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Software Agreement Document Package |
Redacted Document Package |
| This agreement is a sample of a document contained in our Software Agreement Document Package. Omitted portions are included in the fully licensed version. Documents are provided in Word and in Rich Text Format (RTF). All documents are conveniently accessed through an E-Book indexing system. |
Company Directions and Guidelines
Use of Confidentiality Agreements
And Protections of Confidential
Information
POLICY STATEMENT
It is the policy of this company that all confidential information
related to the business of the Company and all trade secrets of the Company be
saved and protected from disclosure to and use by any third party. This information can only be protected
through the efforts and cooperation of our employees. As such, all employees and contractors of this Company shall
read, understand, and be responsible for following these policies and
procedures for protection of our proprietary information.
ALL EMPLOYEES OF THIS COMPANY ARE REQUIRED TO TAKE ALL STEPS NECESSARY
AND TO EXERCISE THE HIGHEST DEGREE OF CARE RE[Portions
Omitted - included In fully Licensed Version]OF THE COMPANY.
In general, business should be conducted without the release of confidential
information. Confidential Information
should only be released when there are no other practical alternatives.
This is the[Portions
Omitted - included In fully Licensed Version]whom release is to be made is willing to execute a Confidentiality
Agreement. Employees must remember
that the use of Confidentiality Agreement, although necessary, do not offer
complete protection of the information disclosed. It is always p[Portions
Omitted - included In fully Licensed Version]executes such an agreement will breach the agreement. Once the agreement is breached and the confidential [Portions
Omitted - included In fully Licensed Version]he Company will have lost important strategic advantages.
WHAT IS CONFIDENTIAL, TRADE SECRET
AND PROPRIETARY INFORMATION
It is impossible to give a full definition and description of all
information that the Company considers to be proprietary. New confident[Portions
Omitted - included In fully Licensed Version] secret information is produced within this Company on virtually
a daily basis. Employees must use common sense in i[Portions
Omitted - included In fully Licensed Version] proprietary by the Company. Employees should always err on the side of
considering information to be proprietary if there is any doubt.
Much of the information that the Company considers to be proprietary
is included within the employee’s Work Product. Therefo[Portions
Omitted - included In fully Licensed Version]e care to protect their own work product from disclosure outside
the Company. Also, it must be kept in mind that all of your
work p[Portions
Omitted - included In fully Licensed Version]Company.
GUIDELINES FOR IDENTIFYING
PROPRIETARY INFORMATION
In identifying confidential and [Portions
Omitted - included In fully Licensed Version]oyees can be guided by the following criteria and standards:
1.
The
form that the information and materials are in does not govern whether it
is proprietary and trade secret of the Company.
Proprietary information can be included in almost any form, inc[Portions
Omitted - included In fully Licensed Version]es,
computer discs, software programs, documentation, Emails, customer reports,
risk management reports, plans, business plans, schematic diagrams[Portions
Omitted - included In fully Licensed Version]input
forms, the company policies themselves, user statistics, referral sources,
supplier lists, system design[Portions
Omitted - included In fully Licensed Version]tectural
plans, expansion plans, contracts, agreements, leases, licenses, financing
documents, financial plans and data, source codes, algorithms, business model[Portions
Omitted - included In fully Licensed Version]
any other form that contains any information that is of strategic or confidential
importance to the Company.
2.
Information
is clearly proprietary if it is of strategic advantage or importance to the
Company, if it could have [Portions
Omitted - included In fully Licensed Version]ces
to the Company whether negative or positive, if its release could give a strategic
advantage to a competitor or take a [Portions
Omitted - included In fully Licensed Version]
from the Company.
3.
Each
supervisor is responsible for identifying confidential information and trade
secret information th[Portions
Omitted - included In fully Licensed Version]
division. This should be done at least once every calendar quarter. A[Portions
Omitted - included In fully Licensed Version]al
should be identified upon creation.
4.
Once
identified, a list of such information should be delivered to the _____________________,
the corporate office w[Portions
Omitted - included In fully Licensed Version]or
the operation of this Trade Secret Program (“Trade Secret Officer”).
The above procedure for identifying and designating trade secrets
does not imply that information that has not been so designat[Portions
Omitted - included In fully Licensed Version]roprietary nature. The above
mechanism has been developed as a means for the Company to track and control
such information. Employees are bound[Portions
Omitted - included In fully Licensed Version]s that they treat all information as confidential.
PROCEDURES FOR PROTECTING
CONFIDENTIAL,
TRADE SECRET AND PROPRIETARY
INFORMATION
The following are procedures to be followed by employees to protect
confidential and trade secret information of the Company. These proc[Portions
Omitted - included In fully Licensed Version]yees must use their best judgment with the goal of protecting the
Companies proprietary information from disclosure and use by others.
1.
Use
of Confidentiality Agreements. The Company has adopted
a format Confidentiality Agreement to be used when a valid business purpose
requires that the Company’s confidential and tr[Portions
Omitted - included In fully Licensed Version]losed. The goal of the format
confidentiality agreement is to bind the party to which disclosure must be
made to contractual r[Portions
Omitted - included In fully Licensed Version]r disclose and use such information.
The Company approved forms should be used whenever practical.
If other forms are requested by another pa[Portions
Omitted - included In fully Licensed Version] approved by ___________________.
2.
The
general approved form Confidentiality Agreement is attached and included herein
as Exhibit “A.” This form will normally
be sufficient for most routine matters and exchanges of information. Pr[Portions
Omitted - included In fully Licensed Version]ocument
is used, prior approval is not necessary nor is legal review.
However, it is important that Employees properly complete this form
to assure that it is binding and satisfies the Company’s needs. Any changes [Portions
Omitted - included In fully Licensed Version]e
of any other form requires approval of ______________________. Prior to such approval, _________________ is
required to seek a legal review of the proposed agreement.
3.
Confidential
Information shall only be released after receiving a validly authorized and
executed[Portions
Omitted - included In fully Licensed Version]d
if there is a good, valid, and bona fide business purpose for releasing such
information. Only so much confidential
information that is needed to meet the bona fie business purpose may be released.
4.
Employees
are not authorized to make decisions relative to release of confidential information
on their [Portions
Omitted - included In fully Licensed Version]ine
when there is a need to release such information. Any employee who has a bona fide need or request
to release confidential information, must obtain approval from their division
director.
5.
Information
that is highly confidential and proprietary to the Company must always receive
legal ap[Portions
Omitted - included In fully Licensed Version]ases,
the general form Confidentiality Agreement may not be sufficient and further
contractual and practical steps to protect the information should be considered.
6.
Each
Employee is charged with the responsibility of becoming familiar with the
various aspects of confidenti[Portions
Omitted - included In fully Licensed Version]
thereof. The Company will hold in
service training sessions regarding these issues at lease twice per year.
RECEIPT OF CONFIDETNAIL INFORMATION
FROM
A THIRD PARTY
1.
No
confidential information of any other party may be accepted without receiving
prior approval from ____________________.
Such information may only be received if there is a va[Portions
Omitted - included In fully Licensed Version]cuted,
the Agreement must first be approved by ___________________, reviewed by legal
counsel, and executed by a corporate officer.
2.
Once
the confidential information of a third party is received, it shall be provided
with the same level of protecti[Portions
Omitted - included In fully Licensed Version]any
disclosure of third party information shall be limited to those employees
that have a bona fide reason to know in connection with the contemplated transaction
or legal relationship. Third party[Portions
Omitted - included In fully Licensed Version]bject
to the terms of these policies once received.
MAINTAINING CONFIDENTIAL
INFORMATION RELEASE FILES
___________________ shall be responsible for maintaining a log and
files containing all confidentiality agreements and all rele[Portions
Omitted - included In fully Licensed Version]the party to whom such release was authorized, the precise information
that has been released, the date that the information was released, the name
of the employee requesting the release, and the name of the individual who
is[Portions
Omitted - included In fully Licensed Version]oved the release and the lawyer or law firm who reviewed the agreement
where applicable.
UNDERSTANDING CONFIDENTIALITY
AGREEMENTS
1.
Employees
should familiarize themselves with the general form Confidentiality Agreement
and these policies. Emplo[Portions
Omitted - included In fully Licensed Version]service
training sessions on trade secrets and confidentiality issues as directed by management.
2.
Confidentiality
Agreements place contractual obligations on the recipient of the Company’s
confidential information. Generally,
the confidentiality agreement will proscribe a level of care that [Portions
Omitted - included In fully Licensed Version]elease
is made to protect against further disclosure, will limit the uses that can
be made of the confidential information (usually limited to internal use for
analyzing a proposed business relationship with [Portions
Omitted - included In fully Licensed Version]to
parties within the organization of the recipient to those parties who have
a bona fide reason to access such information in connection with the recipient’s
assessment of a proposed business relationship[Portions
Omitted - included In fully Licensed Version]on
or disclosure beyond the parameters of the Confidentiality Agreement will
be prohibited.
3.
The
Confidentiality Agreement will generally provide remedies to the Company in
the eve[Portions
Omitted - included In fully Licensed Version]d.
These remedies will include injunction from further disclosure, money
damages, and other potential remedies.
4.
Confidentiality
Agreements should also require the recipient to return all information once
the transaction is contemplated or their assessment is completed. The Company should also be able t[Portions
Omitted - included In fully Licensed Version]
information be returned upon demand. Copying of our Confidential Information by the recipient should
be prohibited as [Portions
Omitted - included In fully Licensed Version]
way to know whether each and every items of confidential information is being
returned if copies are permitted.
5.
Employees
should be mindful of the fact that Confidentiality Agreements doe not necessarily
prevent disclosure, but merely impose contractual restrictions.
These agreements can be, and often [Portions
Omitted - included In fully Licensed Version]o
not make any disclosure thereof. However,
business realities will sometimes dictate release of information.
However, disclosure[Portions
Omitted - included In fully Licensed Version]
made unless there is an overriding business reason for such disclosure.
6.
If
the Employee has any suspicion that he recipient should not be trusted with
disclosed information or if t[Portions
Omitted - included In fully Licensed Version]d
is of a highly proprietary or confidential nature, other safeguards should
be considered. Additionally, in these situations,[Portions
Omitted - included In fully Licensed Version]lt
with his or her superiors and legal consultation should be obtained by those
superiors prior to releasing any information.
7.
Prior
to release of information, employees should inquire of the intended recipient
as to what effo[Portions
Omitted - included In fully Licensed Version]
their own confidential information. This
will give indications as to what level of care will be taken with respect
to information of the [Portions
Omitted - included In fully Licensed Version]
released to this party.
8.
If
there is any question as to your responsibilities with respect to confidential
information, o[Portions
Omitted - included In fully Licensed Version]whether
certain information is confidential, you should not release the information
before you consult with _____________________.