CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
I agree to the terms and conditions of this Confidentiality and Intellectual Property Agreement (the “Agreement”) in consideration of my engagement or continued engagement by the International HR Institute (the “Institute”).
CONFIDENTIALITY
During my engagement with the Institute and at all times thereafter, I will hold in strictest confidence and will not use or disclose any Confidential Information (as defined below) except as required in connection with my role at the Institute. “Confidential Information” means any confidential and/or proprietary knowledge, documents, computer files, data, or other information of the Institute or of its clients, partners, or other third parties to whom the Institute owes a duty of confidentiality. This includes, but is not limited to, non-public information and materials regarding (i) the Institute’s products and services, (ii) pricing strategies and models, (iii) business processes and service delivery methods, (iv) client and supplier information, (v) business and marketing plans, (vi) financial reports, (vii) software codes, (viii) research and development activities, and (ix) team member information, including roles, capabilities, and compensation. Any information designated as proprietary or confidential, or that a reasonable person would consider confidential, is also considered Confidential Information.
INTELLECTUAL PROPERTY
I assign, and agree to assign in the future, to the Institute or its designee, at no charge, all of my rights, title, and interest in any Intellectual Property (as defined below) related to any work, invention, or material created, conceived, or developed during my engagement with the Institute or using the Institute’s resources. At the Institute's request, I will promptly execute a written assignment of any such Intellectual Property and will cooperate to protect and enforce it. “Intellectual Property” includes rights worldwide to inventions, patents, copyrights, trade secrets, know-how, and other intellectual property rights.
RETURN OF INSTITUTE MATERIALS
Upon ending my engagement with the Institute, voluntarily or involuntarily, and at any earlier request, I will return all originals and copies of Institute property, including documents, files, keys, ID cards, and other materials. I will not retain or use any of the Institute's property or Confidential Information for personal use or any third party.
OBLIGATIONS TO FORMER EMPLOYERS
During my engagement with the Institute, I will not use or disclose any confidential information or trade secrets of any previous employer or any other person to whom I owe confidentiality obligations, nor will I bring any such materials onto the Institute’s premises without written consent.
AUTHORIZATION TO NOTIFY SUBSEQUENT EMPLOYER
I authorize the Institute to inform any subsequent employer of my obligations under this Agreement.
LEGAL AND EQUITABLE REMEDIES
Because of the personal and unique nature of my role and access to Confidential Information, the Institute reserves the right to enforce this Agreement through injunction, specific performance, or other equitable relief, without bond and in addition to any other legal remedies. If any legal action is required to enforce this Agreement, the prevailing party will be entitled to recover all reasonable costs and fees incurred, including legal, accounting, and expert witness fees.
ENGAGEMENT
I understand that nothing in this Agreement confers any right to continued engagement with the Institute nor interferes with either party’s right to terminate the engagement at any time, with or without cause, unless otherwise stated in writing.
APPLICABLE LAW
This Agreement will be governed by and construed according to applicable laws.
SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in effect as though the invalid term had not been included. Any excessively broad terms will be adjusted to remain enforceable.
SUCCESSORS AND ASSIGNS
This Agreement is binding upon my heirs and legal representatives and benefits the Institute, its successors, and assigns.
SURVIVAL
Provisions of this Agreement shall survive the end of my engagement and any assignment of this Agreement by the Institute.
MODIFICATION AND WAIVERS
No modification or waiver of any term of this Agreement is effective unless in writing and signed by the party to be charged.
ENTIRE AGREEMENT
This Agreement is the complete and exclusive agreement regarding its subject matter, superseding all prior discussions. However, any other agreements with more protective confidentiality provisions will continue in effect.
By signing below, I accept and agree to the terms and conditions of this Agreement, effective from the first day of my engagement with the Institute.