This Confidentiality and Non-Disclosure Agreement is entered into between the Employee,
hereinafter called the “User” and Martin Sprocket & Gear, Inc., a Texas corporation, hereinafter called
“Martin” This Agreement is effective as of the first login to the Martin University.
WHEREAS, in connection with the User’s employment with Martin, User access to and possession of certain confidential or proprietary information concerning the business and financial affairs of Martin and affiliated entities of Martin; and
WHEREAS, the User and Martin agree use by the User of such confidential and proprietary information in any manner other than in the furtherance of the business affairs of would be harmful to Martin ; and
WHEREAS, the User and Martin further agree disclosure of such confidential and proprietary information to any third party, without approval of Martin, would likewisebe harmful to Martin:
NOW, THEREFORE, in consideration of Martin’s employment of the User and the disclosure of confidential information to the User by Martin (which disclosures wouldnot occur absent this Agreement), the parties hereby agree as follows:
1. The User agrees the User shall not, either during the term of employment with Martin or at any time thereafter, disclose or use confidential or proprietary information acquired at any time during employment with Martin, except as may be required to fulfill the User’s specific job duties, or except as may be expressly authorized or directed by Martin . All information regarding the business of Martin, and any related or affiliated entity, including, but not limited to, all customer lists, Employee lists, price lists, catalogs, sales methods, marketing concepts, business strategies, employment records, financial records and information, and other business records of every kind shall be presumed to be confidential and proprietary,except to the extent the same shall have been made available to the general public by Martin without restriction. Additionally, all information concerning Martin’s customers and the business affairs of those customers, contained in the files of Martin or learned by the User through the User's employment with Martin, shall likewise be considered confidential and proprietary information of Martin and covered hereby. Nothing herein shall be construed to prevent the User from using the User’s general knowledge and skill after termination of employment, whether acquired prior to or during
2. The User further agrees not to duplicate or remove any confidential or proprietarydocuments or materials, or any reproduction thereof, from Martin facilities and computer programs, at any time during or after employment by Martin, except as
required in the User’s duties to Martin. The User agrees to immediately return to Martin all confidential or proprietary documents or materials, and any reproductionsthereof, which may be in the User’s possession, upon request of Martin, and in any event upon termination of employment.
3. The User agrees the covenants contained in this Agreement constitute a reasonable and appropriate means, consistent with the best interest of both the User and Martin, to preserve the value and goodwill of Martin. The User further agrees the User’s breach of this Agreement will cause Martin irreparable harm, for which damages may be difficult to ascertain and for which Martin may have no adequate remedy at law.
4. Nothing herein shall be construed as defining any term of employment or limitingin any way the right of Martin or the User to terminate the same.
5. This Agreement shall be binding upon and inure to the benefit of and be enforceable by each of the parties, their successors and assigns.
6. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to the choice of law principals thereof.