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 \nWHEREAS, the Company desires to employ Employee or continue to employ Employee and Employee desires to be employed or remain employed by the Company;  \nWHEREAS, as an employee of the Company, Employee will be exposed to and develop a familiarity with, and expertise in, the operations and business of the Company including, but not limited to, Confidential Information (as defined below) of the Company; and  \nWHEREAS, the Company would not employ Employee, continue to employ Employee or permit employee access to the Company’s Confidential Information without Employee executing, delivering and agreeing to be bound by this Agreement, Employee’s execution and delivery of this Agreement being, therefore, an express condition of Employee’s employment or continued employment with the Company;  \nNOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby mutually acknowledged by the Company and Employee, the Company and Employee intending to be legally bound hereby, agree as follows:  \nIT IS HEREBY AGREED THAT:  \n1. Consideration. Employee enters into this Agreement in exchange for employment and/or continued employment with the Company, and in consideration of the compensation and benefits provided through such employment. Employee further enters into this Agreement in exchange for the provision of Confidential Information (as defined below) to Employee as part of Employee’s employment with the Company and access to valuable and protected business relationships of the Company. Employee and the Company hereby stipulate that this Agreement is supported by full, adequate and valuable consideration.  \n2. No Alteration of At-Will Employment. This Agreement does not, and shall not be construed, to create or imply any contract of employment for any fixed or certain period of time. Employee understands and agrees that the status of Employee’s employment is, and shall hereafter continue to be “at will,” meaning that Employee may voluntarily leave the employ of the Company at any time, for any reason or no reason (with or without cause), and that the Company may discharge Employee from the Company’s employ at any time with or without cause or reason or notice. Subject to the limitations in Section 6 of this Agreement, while employed by the Company, Employee will at all times remain loyal to the Company and will not knowingly engage in conduct that would violate Company policy, be competitive with the Company, detrimental to, or in conflict with, the Company’s  \nbusiness interests, nor will Employee engage in conduct that creates a conflict of interest, including but not limited to engaging in competition with the Company or assisting others do so.  \n3. Non-Disclosure of Confidential Information. Employee hereby acknowledges that during, and solely by the reason of, Employee’s employment by the Company, Employee will learn or develop Confidential Information (as defined below) in trust and confidence, and exclusively for the purpose of advancing and protecting the Company’s business. Employee acknowledges that unauthorized disclosure or use of Confidential Information, other than in the discharge of Employee’s duties on behalf of the Company, will cause the Company irreparable harm and commercial injury. In order to protect these interests of the Company, which Employee acknowledges to be legitimate, valuable, protectible and protected, Employee agrees as follows:  \n(a) For purposes of this Agreement, the term “Confidential Information” means confidential and pr","cbCaivqdmt2gdvOi","https://ap.wps.com/l/cbCaivqdmt2gdvOi","pdf",180373,7,"English","# Confidentiality & IP Assignment Agreement\n## Recitals\n## Consideration\n## No Alteration of At-Will Employment\n## Non-Disclosure of Confidential Information\n## Definition of Confidential Information\n## Exceptions to Confidential Information","[{\"question\":\"When can Confidential Information be excluded from the agreement’s coverage?\",\"answer\":\"Confidential Information excludes information that becomes public or generally known in the industry (except via a confidentiality breach) and information known to the Employee before receiving or accessing it through employment.\"}]","Confidentiality & IP Assignment Agreement | PDF",1789579656]