EMPLOYEE CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
WHEREAS Employee is or is about to be employed as an agent or
employee of the Company; and serves at the will of the Company; and
WHEREAS the parties desire that the Employee enter into covenants with the Company.
NOW THEREFORE, in consideration of Company employing Employee at this time, which employment may be terminated at will by either party at any time. Employee hereby agrees to the terms as follows in addition to the previous agreement that I have signed.
1. Disclosure of Customers or Suppliers. Employee will not at any time, either during employment or during the period of three (3) years after employment terminates, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or Company in any manner whatsoever, any confidential information regarding the operations of the Company, including, but not limited to, information concerning manufacturing processes, sales techniques, pricing and prices, supplies and suppliers, advertising and advertisements, and names of customers. The Employee agrees said confidential information is proprietary to the Company and constitutes a trade secret owned exclusively by the Company, the disclosure or which would be harmful and damaging to the Company’s business.
2. Not to Solicit Customers, Suppliers, or Advertisers. Employee will not, either during employment or during the period of three (3) years after termination of employment, directly or indirectly, either for himself, herself, or for any other person, firm, or Company, take any action or perform any services which are similar to the actions taken or services performed by Employee for Company during said time which actions or services are designed to or in fact call upon, compete for, solicit, divert, or take away, or attempt to divert or take away, any of the customers, suppliers, endorsers or advertisers of the Company.
3. Company Ownership and Non-Disclosure of Trade Secrets
Employee in connection with Employee’s employment with the Company, Employee may become aware of or familiar with processes, formulae, procedures, information and materials which the Company has spent a great deal of time and money to develop, which are essential to the business of the Company, and which comprise confidential information and trade secrets of the Company (collectively called “Trade Secrets”). The term “Trade Secret” does not include any process, formula, procedure, information or material that is currently in the public domain or which hereafter becomes public knowledge in a way that does not involve a breach of an obligation of confidentiality. Notwithstanding the foregoing, employee acknowledges and agrees that any process, formula, procedure, information or material of which Employee becomes aware during Employee’s employment with the Company is presumed to be a Trade Secret unless the Company advises Employee in writing that it is not a Trade Secret.
a. In order to induce the company to employ Employee, and in consideration thereof, Employee agrees that Employee will not during the term of Employee’s employment with the Company and at all times thereafter, either directly or indirectly, use or disclose to anyone any Trade Secrets, except what while Employee is employed by the Company. Employee may use Trade Secrets in the performance of Employee’s services for the Company and Employee may disclose Trade Secrets to employees of the company who need to know them in the performance of their services for the Company and who are bound by confidentiality agreements. Employee also agrees that the Company will be entitled to and will own all the results and proceeds of Employee’s services for the Company including, without limitation all rights throughout the world to any copyright, patent, trademark or other right to all ideas, inventions, products, programs, procedure, formats and other materials of any kind created, developed or worked on by Employee during Employee’s employment with the Company.
b. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark or other right and any idea, invention, product, program, procedure, format or material created, developed or worked on by Employee’s service for the Company. Employee will take such action and execute such documents as the Company may request to warrant and confirm the Company’s title to and ownership of all such results and proceeds and to transfer and assign to the Company any rights which employee may have therein. Employees’ right to compensation and other benefits will not constitute a lien or any such results or proceeds.
4. Employee’s Compliance with HIPPA and Other Applicable Laws. Employee agrees that Employee shall comply with all other laws, statutes, codes, rules and regulations governing Employee in the performance of Employee’s services to the Company, including but not limited to, The Health Insurance Portability and Accountability Act of 1966 (HIPPA).
a. I have received a Policy and Procedure Manual, Volume Number ____________. I understand that the information contained within is the property (intellectual property of) IPPC Pharmacy.
b. I understand that this information is strictly confidential and in no form, (fax, photocopy, etc.) partial or whole, may be communicated with any other individual in any form outside of a current authorized employee of the Company.
c. I understand that I cannot remove said manual in its original form or any other form, partial or whole, from the premises of 703 Ginesi Drive, Morganville, NJ
d. I take full responsibility for this manual and will in no manner disclose any of its contents to any outside person.
e. The term of this agreement is three (3) years after separation from IPPC Pharmacy.
f. The information contained within is protected by HIPPA and can be prosecuted under such if a breach occurs.