...Confidentiality and Non-disclosure Agreement between ______________________________ (herinafter referred to as “X”) Registration number: ______________________ Adress: and (herinafter referred to as “ The Client”) Registration number/ ID number: Address: WHEREAS the parties are discussing certain matters which require each party to disclose certain proprietary, secret or confidential information (“the information”) to the other party; AND WHEREAS the parties acknowledge that the information exchanged between them must be kept confidential and have therefore agreed to enter into this confidentiality; NOW THEREFORE the parties acknowledge, agree and undertake as follows: Whereas, 'The Client’ and 'X’ has certain confidential information which it desires to disclose confidentially to each other relating to client information provided by him including but not limited to trade secrets and proprietary information pertaining to finances, marketing plans and techniques, forecasts, operational structures and methods, pricing policies, customer lists and other proprietary, private confidential business matters, all hereinafter referred to as the INFORMATION, and both parties hereby agree that this two way exchange is for the sole purpose of evaluating potential business opportunities involving each party or one or more subsidiaries of each party. The parties agree as follows: 1. Information: Each under...
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...TO: Supervisor FROM: Andrew ToussaintDATE: January 27, 2016RE: Applicability of Greene’s Jewelry Wholesale, LLC vs. Lawson MEMO INTRODUCTION Jennifer Lawson, who was rightfully terminated during Greene’s Jewelry Wholesale’s downsizing effort for consistent tardiness throughout her three years of employment with Greene’s Jewelry Wholesale, breached the confidentiality agreement to not share any information regarding the process used to create “Ever-Gold,” by sharing key process elements in producing Ever-Gold to a competing business named Howell Jewelry World. Ever-Gold is the primary asset of Greene’s and is sold exclusively through Greene’s. Greene’s employed 502 individuals and was exclusively located to the state of New Hampshire at the time of Lawson’s employment with Greene’s. CLIENT CASE FACTS AND LAWS Facts Regarding Unlawful Termination All of Lawson’s annual reviews indicate that she was consistently late to work by 15-30 minutes. Lawson learned she was pregnant and requested extra time off from the Greene’s Head of Human Resources, Lisa Peel. Peel informed Lawson of her termination with Greene’s, by verbally communicating "Congratulations Jennifer! That is exciting news for you. We do not need to worry about time off, though, because, regrettably, I was just going to let you know that we are downsizing and no longer have a need for any of our junior executive secretaries.” Lawson cleaned out her work space and returned home the same day...
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...protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows. 1. Confidential Information. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. a) "Confidential Information" includes without limitation: - business records and plans - financial statements - customer lists and records - trade secrets - technical information - products - inventions - product design information - copyrights and other intellectual property and other proprietary information. b. "Confidential Information" does not include: - matters of public knowledge that result from disclosure by the Owner; - information rightfully received by the Recipient from a third party without a duty of confidentiality; - information independently developed by the Recipient; - information disclosed by operation of law; - information disclosed by the Recipient with the prior written...
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...CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of ________, _____, 2013, between Merced Pathology Medical Group, Inc. 160 N. Riverview Drive, Suite 200, Merced, CA 92808 (hereinafter “Merced”) and Yosemite Pathology Medical Group, Inc, located at 2625 Coffee Road, Suite S. Modesto, CA. 95356 (hereinafter “Buyer”). WHEREAS, Merced, an anatomical pathology laboratory company, has represented that it might be available for acquisition; and WHEREAS, Merced desires to present to the Buyer certain confidential and proprietary information about said laboratory company (the “Potential Acquisition”) and that laboratory requires that its information (including the fact that it is willing to be acquired), remains confidential; and WHEREAS, as a condition to furnishing such information (all of which is of a confidential and proprietary nature) Merced and the Buyer agree, as set forth below, to treat confidential all information furnished by Merced about the laboratory acquisition, whether before or after the date of this Agreement and whether or not in writing (together with all projections, financials, memoranda, notes, analyses, compilations, studies and other documents, including, without limitation, any copies or extracts thereof, whether prepared by Merced or its Agents (as defined herein), which contain or otherwise reflect any such information, collectively, the “Evaluation Materials”)...
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...Blogger In the case of the mysterious blogger the associate director of operations has put in a new security system but Jamal Moore hacked the system. He did this only because there was an unidentified employee who was posting company-related information on a private blog. Jamal Moore is one of the company’s IT employees but he retrieved the bloggers identity from his house without the company’s consent. Jamal Moore discovers that the mysterious blogger is Aaron Webb. He sends this information over to the Associate Director of Operations an e-mail with this information. The associate director of operations has to decide if it would be ethical to use the information that Jamal Moore provided to discipline Aaron web for violating the non-disclosure agreements (NDA) of the company. Depending upon the lens there are different decision-making steps will be used ethically to address the issue but the first step is to determine who the primary stakeholders are. The associate director of operations used the rights and responsibility lens and the result lens. She has to determine what duties she owes the primary stakeholders. That will assist her in deciding which option best fulfills the requirement of this lens. This would be to “fire Jamal Moore for his unsanctioned illegal activity. Fire Aaron Webb for violating NDA.” When the rights and responsibilities lens was used the associate director of operations was rational and treated the employees equally. With the results lens she had...
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...Confidential Disclosure Agreement: This Agreement is entered into this 14th day of January, 2013 by and between Infinity Inc., with offices in Illinois (hereinafter "Recipient") and Heartlandangels.com, with offices in Illinois (hereinafter "Discloser"). WHEREAS Discloser possesses certain ideas and information relating to new energy technology that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of investing in his company; NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows: 1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information. 2. Confidentiality. 2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above. 2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information. 2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy...
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...Organizational Issues Ethics and Social Responsibility/ETH 316 December 10, 2012 University of Phoenix Organizational Issues Ethics are a set of principles or values that help guide people to determine if something is right or wrong. They influence decisions that people make everyday. They are also the principles and standards of conduct the guide an individual or a group. In this week's assignment I opted for the EthicsGame simulations: “The Mysterious Blogger” and “The Veiled ID” The two simulations provided different ethical issues. “The Mysterious Blogger concerns the issue obtaining information that was illegally obtained to prove that an employee violated a non-disclosure agreement. Aaron Webb is an employee working in the MD department and posted confidential information in a blog concerning the company. An IT tech, Jamal Moore felt that his supervisor was not taking the situation seriously. He took it upon himself to hacked into Mr. Webb's home computer and found incriminating evidence. In “The Veiled ID” concerns the issue of protecting employees while also protected their rights and special needs. The company is beefing up security due to an unfortunate situation. The solution is to have each employee where security badges with a photo ID. Atsha Mullah religious belief is not to be seen without her veil to anyone other than her family and the photo would be in violation of that belief. In both simulations the solutions...
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...It is becoming more important for companies to establish strategic and effective supplier relationships due to the economic uncertainty throughout the global economy. Choosing new suppliers to develop long term and strategic relationships with is an essential skill that companies must master in order to remain competitive in the marketplace. New supplier development helps companies enlarge their supply base, lower product cost and service time, and optimize value. For example, some companies have products that are high mix and low volume with hundreds or even thousands of different items on the bill of material. The demand may be uncertain but each item sold has a large influence on the company’s profit. According to Michael Porter’s Five Forces, powerful suppliers capture more of the value for themselves by charging higher prices, limiting quality or services, or shifting costs to industry participants. Powerful suppliers can squeeze profitability out of an industry that is unable to pass on cost increases in its own prices. 1) Once the company is not able to leverage a competitive advantage against its current suppliers, it will attempt to switch to a new supplier which may be extremely difficult. It is essential for companies to evaluate the pros and cons before developing a relationship with a new supplier. Some companies are obsessed with trying to grow a large supply base while other companies work with incumbent suppliers to leverage long term partnerships and...
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...information. NOW, THEREFORE, in consideration of the parties’ agreement to do business with each other and the mutual promises and agreements contained herein, the parties agree as follows: 1. “Confidential Information” as used herein shall mean all information disclosed or made available by SHM, including, without limitation, trade secrets, ideas, negative know-how, know-how, ingredient properties and specifications, formulations, techniques, production processes, research and development projects, customer and supplier lists, marketing plans, and financial information, and other proprietary and confidential information. Each party acknowledges and agrees that the Confidential Information is a valuable trade secret and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to the discloser. 2. All Confidential Information shall be and remains the sole and exclusive property of SHM and shall be held in strictest confidence by Confidant. Confidant shall not copy Confidential Information or any portion thereof without the SHM’s prior written consent. Confidant shall immediately deliver to SHM at SHM’s request all Confidential...
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...Running head: Ethical Issues in HRM Strategy HRM 530: Assignment #1 Nakesha Booker Strayer University Dr. Obi Iwuanyanwu July 15, 2012 When hired as a newly HRM (Human Resource Management) consultant, you must first understand your role before you can began assisting with any issues or other areas of overlap. The primary role of a HRM consultant “is to assist the client to identify needs, develop an action plan and facilitate change to enhance the success of your organization. Our management, human resource, and training services are designed to improve productivity, efficiency, communication and employee morale” (Welcome to HR Consultants, Inc., 2009). Once you have a thorough understanding of your duties in this role you can successfully develop an action plan that will aid in the implementation of necessary changes within the organization. Some areas of overlap that you many encounter in a new client organization could include; but not limited to the following: talent acquisition, retention, employee morale, and training. Each of these roles (in my opinion) is vital in the successfulness of any organization. If you, as a HRM consultant can acquire the needed talent, effectively train them while instilling the need of excellent employee morale, you will be able to retain these employees keeping, while maintaining a high retention rate. While not all candidates selected will be successful, the important part is that HRM consultants...
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...strictly bounded by her employment agreement with ATS. That is to say, she will be in clear violation of the Noncompetition, Nonsolicitation, Nondisclosure and Development provisions, if she plans to pursue the venture within one year by utilizing the information and social network she gained from the company. So the first barrier she need to tackle is to prove this new business is not in competition with ATS at all. Also she cannot speak with any current customers of ATS. These limitations will probably strangle the venture in embryo. Also, Mason had recently played golf with a colleague, who told her that if she ever left the company or came upon an idea. he wanted to be involved. Yet, because she signed an employment agreement with a non-solicitation clause, she was very skeptical. Another possible sticky situation is that ATS claims ownership of the data in her office computer, which contain many resources and information useful for her and accounts about her new venture. First aid for this situation is to remove all the incriminating data and information about the venture as soon as possible. Beyond that she can hire a legal consultant and lawyer to negotiate with ATM. Shepherd's problem is more about intellectual property law. In his agreement with NOVA, he is mandated to inform the company of all his invention. However, this doesn't mean he is not allowed to own his invention. Therefore I suggest he patent the translation engine as soon as possible before Nova does...
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...Application of Law to the Facts: In light of all the facts based upon the law relating to nondisclosure agreements (NDA’s), a court most likely would rule in favor of Greene's Jewelry. This ruling comes from the matters of breaking legal contracts. NDA’s are legal binding contracts. Ms. Jennifer Lawson breached the confidentiality agreement/contract, that she was required to sign upon working for Greene's, when she took secret information to multiple competing jewelers. The agreement was a valid bilateral contract which was expressed in writing. To qualify as a contract, a set of promises must be based on a voluntary agreement, which is made up of an offer and an acceptance of that offer. Any court will need to know the terms each party has agreed upon to determine if there was a breach of contract and calculate a remedy. In the case of RRK Holding Co. v. Sears, Roebuck and Co. (United States District Court, N.D. Illinois, Eastern Division 563 F.Supp.2nd 832 May 27, 2008), the jury’s calculated remedy cost Sears $25 million for misappropriation. By providing documentation of the NDA, signed by Ms. Lawson at the time of her initial employment, the plaintiff can display the defendant’s understanding and thus blatant and reckless disregard of her responsibility to not disclose any information pertaining to the patented process for producing “EverGold.” Also, by providing the court with her initiated and signed contract with the plaintiff’s competitor, Greene’s is able to...
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...INTELLECTUAL PROPERTY RIGHTS What is an Intellectual Property? With compared to real property, Intellectual Property is NOT tangible because it is not a product of human skill but of human intellect. Therefore it is said that “it is a fruit of human intellect”. Why Intellectual Property Rights are important? Although it is a fact that the power of thinking or the Power of mind cannot be stolen by a powerful third party, it is equally true that “ Intellectual Property Rights “ are being violated all over the globe. Intellectual Property Law is the branch of Law that provides protection for this valuable result of human endeavor. In the process of the development of the world as it stands today, the human mind: the intellect played the major role which nobody can deny. Therefore every country has given a prominent place to this special branch of Law for the sake of economic development. What are the governing bodies and Acts of Intellectual Property Rights? Intellectual Property Act No.36 of 2003 is the frame work within which the Intellectual Property Rights are currently protected within SRI LANKA which is a member state of World Intellectual Property organization (WIPO) and a party for the International Treaties/Agreements such as (PCT) Patent Co-operation Treaty, TRIPS Agreement and Berne convention. The National Intellectual Property Office of Sri Lanka is the ONLY Government body established for the full control of IP related matters...
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...Dear Mr. Schumacher, Thank you very much for your willingness to allow us to visit your farm and business establishment. We really appreciate consent. Below is the list of question we would like to ask you when we eventually we get to do the tour. There might be other question we might be asking that did not pop up now until we see your facility. Intended questions to be asked 1. How many people patronize the facility annually? 2. Is the facility used during all seasons of the year? 3. If it is, what are the busy season and a slower season? 4. Which category of people often rent the facility? 5. What does the rental agreement consist of? 6. Do the customers pay by the hour or is a flat rate? How was this decided? 7. How many people is the space designed for? 8. What is provided with the rental cost? Do customers have to use the facility caterer or can they bring in their own food? 9. How many staff members are employed? Does the staffing vary by season? 10. What kind of services do you offer? 11. Do you have parking spaces for this facility? 12. How many vehicles can fit that parking lot? 13. What is the size of the parking lot? 14. Do you have a cooling and heating system in the rental facility? 15. How much revenue and net income does the facility been rented generate for a year? 16. How did you obtain, and how long does it take to receive the rental permit? 17. What is the payment schedule and cancellation policy on rentals? 18. Did you encounter...
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...| | |Mutual Non-Disclosure Agreement | | | MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is made and entered into as of the last date signed below (the "Effective Date"), by and between: AND | | If a Company, please complete Part A | | |If an Individual, please complete Part B | Part A |Full Legal Name: |……………………………………………………………………………………….. | |Registration Number: |……………………………………………………………………………………….. | |Jurisdiction: |……………………………………………………………………………………….. | |Registered Office: |……………………………………………………………………………………….. | |Correspondence Address: |………………………………………………………………………………………...
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