Daymon Worldwide, Inc. (“Daymon”) and [name] (“Temporary Employee”), have agreed as of ______, 2014 (the “Effective Date”) that Temporary Employee will perform for Daymon the services described on Exhibit A (the “Work”). Daymon will reveal certain “Confidential Material,” as defined below, to Temporary Employee as a result of Temporary Employee’s performance of the Work.
“Confidential Material” is all information furnished by Daymon to Temporary Employee, whether before or after the date hereof; provided, however, that the term “Confidential Material” shall not include information which: (1) becomes generally available to the public other than as a result of a disclosure by Temporary Employee; (2) was properly available to Temporary Employee on a non-confidential basis before its disclosure pursuant to the Work; or (3) becomes properly available to Temporary Employee on a non-confidential basis, provided the source of that information is not bound by a confidentiality agreement with Daymon.
As consideration for Daymon engaging Temporary Employee to perform the Work, Temporary Employee agrees as follows:
- Temporary Employee shall treat all Confidential Material confidentially and not use or disclose it except in accordance herewith or with the prior written consent of Daymon. Notwithstanding the foregoing or any other provision contained herein, Temporary Employee and its agents may not in any manner at any time use or disclose any Confidential Material in a competitive manner or in a manner otherwise detrimental or adverse to the best interests of Daymon.
- For a period of twelve (12) months following the end of the Work, Temporary Employee will not directly or indirectly have any involvement in efforts to employ any Daymon employee whose identity Temporary Employee came to know during and as a result of the Work, nor will Temporary Employee directly or indirectly seek to do business with any customer or supplier of Daymon with whom Temporary Employee did not have a business relationship before the Work began.
- Temporary Employee understands and agrees that all originals and copies of any written materials, records and documents generated by Temporary Employee in the performance of Temporary Employee’s services hereunder or coming into Temporary Employee’s possession during the Term of this Agreement concerning the Daymon or its affiliates (whether in paper or electronic form), and all tangible items provided to Temporary Employee by the Daymon or its affiliates during the Term, are and shall remain the sole property of the Daymon or its affiliates, as applicable (such property, the "Daymon Property"). Upon the termination of this Agreement for any reason, or upon request of the Daymon, Temporary Employee shall promptly deliver to the Daymon all Daymon Property in Temporary Employee’s possession, custody or control (including, without limitation, any information maintained in electronic format). To the extent that any right, title or interest to any Work or any materials comprising or including any Work is found not be a “work made for hire” as a matter of law, Temporary Employee hereby irrevocably assigns to Daymon all of Temporary Employee’s right, title and interest in or to such Work. At any time during or after the Term, at Daymon’s request, Temporary Employee shall sign whatever written documents of assignment are necessary to formally evidence Temporary Employee’s irrevocable assignment to Daymon of any Work.
- This Agreement shall be effective on and as of the date first set forth above and shall (unless extended by mutual agreement in writing) terminate one (1) year from the date Temporary Employee ceases to perform the Work.
- The terms hereof shall be governed and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws provisions. The parties waive any right to trial, by jury or otherwise, in any jurisdiction whatsoever, in the event of any dispute between them, regardless of the nature or kind that the dispute. The parties hereby agree that any dispute hereunder shall be subject to the exclusive jurisdiction of the federal and state courts located in Fairfield County, Connecticut, to which jurisdiction the parties hereby consent.
- In the event Temporary Employee is required by a governmental agency or court reasonably believed to be of proper jurisdiction, to disclose any Confidential Material, Temporary Employee shall provide Daymon with prompt notice thereof so Daymon may seek an appropriate protective order and/or waive compliance by Temporary Employee with the provisions hereof; provided, however, that, if in the absence of a protective order or the receipt of a waiver hereunder, Temporary Employee is, in the opinion of its counsel, compelled to disclose Confidential Material not otherwise permitted to be disclosed hereunder to any governmental agency or court, or as the result of any other legal process, or else be exposed to liability for contempt, fine or penalty, or to other censure, such Confidential Material may be so disclosed.
- No failure or delay by Daymon in exercising any right, power or privilege hereunder shall operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Confidentiality Agreement may only be modified in a writing signed by the parties hereto that specifically references this Confidentiality Agreement. This Agreement may be executed in counterparts, including via facsimile copy and email, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and this Agreement shall be of no force and effect until it has been executed by all Parties hereto.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.
TEMPORARY EMPLOYEE DAYMON WORLDWIDE INC.
Name: INSERT NAME Name: