25 Essential Business Agreements

25 Essential Business Agreements – Text Preview

In addition to several Non-disclosure Agreements, this package provides some of the most essential agreements for your business including:

Title: Employee Confidentiality and Non-Disclosure Agreement
Subtitle: Attorney-Drafted
Summary Text: Used to establish the confidential relationship between an Employer and an Employee. This document protects confidential information and provides for remedies in the event the Agreement is violated.

Title: Employee Handbook
Subtitle: Attorney-Drafted
Summary Text: Used to describe all policies and procedures used in a company’s operations. This document also details the consequences in the event an employee disregards one or more of the policies or procedures.

Title: Proprietary Information and Invention Agreement
Subtitle: Attorney-Drafted
Summary Text: Used by companies or individuals to have employees and contractors keep information confidential and to contractually bind them to assign inventions over to the company.

 

Title: Independent Contractor Agreement
Subtitle: Attorney-Drafted
Summary Text: Used to detail an agreement between a Company and a Contractor for services provided by the Contractor to the Company. This document protects confidential information, assigns work product and sets forth the services and payment structure.

Title: Mutual Nondisclosure Agreement
Subtitle: Attorney-Drafted
Summary Text: Used to describe the relationship between you and any current or potential business associates or contractors.  This document protects confidential information and provides for remedies in the event the Mutual Nondisclosure Agreement is violated.

Title: One-Way (Unilateral) Nondisclosure Agreement
Subtitle: Attorney Drafted
Summary Text: Used to describe the relationship between two parties when only one party is disclosing confidential information.  This document protects confidential information and provides for remedies in the event the One-Way Nondisclosure Agreement is violated.

Title: Consultant Nondisclosure Agreement
Subtitle: Attorney Drafted
Summary Text: Used to set forth the confidential relationship between a company and its consultant(s) when working with confidential information.  This document protects confidential information and provides for remedies in the event the Consultant Nondisclosure Agreement is violated.

 

 

 

 

In consideration of my employment or continued employment by_________________ (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1.1                Recognition of Company’s Rights; Nondisclosure. I understand and acknowledge that my employment by the Company creates a relationship of confidence and trust with respect to the Company’s Proprietary Information (defined below) and that the Company has a protectable interest therein. At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information, except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns. I will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary Information.

1.2                Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company, its affiliates, parents and subsidiaries, whether having existed, now existing, or to be developed during my employment. By way of illustration but not limitation, Proprietary Information includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and any other proprietary technology and all Proprietary Rights therein (hereinafter referred to as an “Invention” or, collectively, as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers; (c) information regarding the skills and compensation of other employees of the Company; (d) customer identities, customer accounts, customer web design needs, customer advertising needs and history, customer reports, customer finances; and (e) any other non-public information which a competitor of the Company could use to the competitive disadvantage of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry through no breach of this Agreement or other act or omission by me and I am free to discuss the terms and conditions of my employment with others to the extent permitted by law.

 

 

 

A.     Company had developed and uses technical and non-technical information vital to the success of its education and research missions.

 

B.     Employee may have access to or otherwise become acquainted with this information and, depending upon job assignments and responsibilities, may contribute to this information either through inventions, discoveries, improvements, or through studies, analyses, proposals, or otherwise.

 

C. Company desires to protect certain of this technical and non-technical information generated by its Employees by holding it as proprietary and confidential or by obtaining statutory protection (patents, trademarks, copyrights) or common law protection (trade secrets) or both.

1.                  PROPRIETARY INFORMATION

a.                   Employee shall not, except as authorized by Company, at any time during or after his/her employment directly or indirectly disclose to any other person or entity any proprietary technical information of Company or of others (collectively referred to hereinafter as "Proprietary Technical Information"), which has come into Company's or his/her possession in the course of his/her employment with Company; nor shall Employee use any such Proprietary Technical Information for his/her personal use or advantage or make it available to others. Technical information includes existing and contemplated technical information such as, for example, compositions, formulae, products, processes, methods, systems, designs, specifications, testing or evaluation procedures, machines, manufacturing procedures, production techniques, research and development activities, inventions, discoveries and improvements.

 

 

 

This Agreement is entered into as of the ________ day of _______________, 20______, between [Company Name] (“the Company”) and [Contracting Company’s Name] (“the Contractor”).

 

1.      Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

 

2.      Duties, Term, and Compensation. The Contractor’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

 

3.      Relationship. Contractor is not, and shall not be considered an employee of the Company. The relationship of the Contractor to Company established by this Agreement is that of an independent contractor. Contractor acknowledges full responsibility for compliance with all Federal, State and City tax regulations regarding taxes that may accrue on the fee, including expenses, if any, paid to Contractor as a result of services rendered to the Company. Further, the Company will not provide any medical health insurance or similar plans or worker’s compensation or any other benefit whatsoever to Contractor.

 

4.      Written Reports. The Company may request that project plans, progress reports and a final results report be provided by Consultant on a monthly basis. A final results report shall be due at the conclusion of the project and shall be submitted to the Company in a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company.

 

5.      Inventions. Any and all inventions, discoveries, developments and innovations conceived by the Contractor during this engagement relative to the duties under this Agreement shall be the exclusive property of the Company; and the Contractor hereby assigns all right, title, and interest in the same to the Company. Any and all inventions, discoveries, developments and innovations conceived by the Contractor prior to the term of this Agreement and utilized by [him or her] in rendering duties to the Company are hereby licensed to the Company for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the Contractor’s prior written approval by the Company to a wholly-owned subsidiary of the Company.

 

 

 

The Company has prepared this handbook to provide you with an overview of the Company’s policies, benefits, and rules. It is intended to familiarize you with important information about the company, as well as provide guidelines for your employment experience with us in an effort to foster a safe and healthy work environment. Please understand that this booklet only highlights company policies, practices, and benefits for your personal understanding and cannot, therefore, be construed as a legal document. It is intended to provide general information about the policies, benefits, and regulations governing the employees of the company, and is not intended to be an express or implied contract. The guidelines presented in this handbook are not intended to be a substitute for sound management, judgment, and discretion.

It is obviously not possible to anticipate every situation that may arise in the workplace or to provide information that answers every possible question. In addition, circumstances will undoubtedly require that policies, practices, and benefits described in this handbook change from time to time. Accordingly, the company reserves the right to modify, supplement, rescind, or revise any provision of this handbook from time to time as it deems necessary or appropriate in its sole discretion with or without notice to you.

No business is free from day-to-day problems, but we believe our personnel policies and practices will help resolve such problems. All of us must work together to make the company a viable, healthy, and profitable organization. This is the only way we can provide a satisfactory working environment that promotes genuine concern and respect for others including all employees and our customers. If any statements in this handbook are not clear to you, please contact the company president or his designated representative for clarification. This handbook supersedes any and all prior policies, procedures, and handbooks of the company.

 

In keeping with the company’s philosophy of open communication, all employees have the right and are encouraged to speak freely with management about their job-related concerns. 

 

 

 THIS AGREEMENT, made this ___________ day of _________________ , 2009 (the "Effective Date") by and between ______________________________________________________ (hereinafter "ENTER SHORT NAME OF PARTY 1") and _______________________________________________ ______________ (hereinafter "ENTER SHORT NAME OF PARTY 2).  Collectively referred to herein as the "Parties."

 

 WHEREAS, both Parties intend to disclose to each other proprietary and confidential information for the purpose of _______________________________________________________.

 

 NOW, THEREFORE, in consideration of the mutual exchange of Information, and for other good and valuable consideration, the Parties agree as follows:

 

1. Proprietary and confidential information (hereinafter referred to as "Information") means any information, oral or written, that is not generally known outside of the disclosing Party including, but not limited to, the following: (1) information relating to the disclosing Party's unique marketing strategies, products, designs, methods of promotions or research; (2)information relating to the disclosing Party's business operations such as its marketing plans, customer lists, pricing, and pricing methods, as well as its personnel and organizational data; and (3)information such as documentation, materials, flow charts, codes, software, computer instructions, techniques, models, diagrams, know-how, trade secrets, data, inventions, patent applications, and similar or related materials disclosed in connection with this Agreement.  Information may include proprietary information or data supplied by organizations or persons not a Party to this Agreement, only to the extent that the disclosing Party has rights to disclose such information.  Where possible, each Party shall identify any Information disclosed hereunder with an appropriate, conspicuous legend (such as "Proprietary" or "Confidential").  When practical, non-tangible disclosures (i.e., discussions, briefings, etc.) identified as proprietary or company-confidential at the time of disclosure will be summarized in writing, identified with a legend as described above, and forwarded to the other Party within thirty (30) days of disclosure.  Each Party's duty to protect such Information shall commence from initial disclosure.

 

 

 

 

This One Way Non-Disclosure Agreement (this “Agreement”) is entered into as of the Effective Date set forth below, by and between the Recipient set forth below and ___________________, a company formed under the laws of the State of _________________, (the “Company”).

 

Effective Date:

 

Recipient:         ____________________________ (the “Recipient”)

Address:           ____________________________

Attn:                 ____________________________

Fax No.:           ____________________________

 

In connection with certain business discussions involving the Recipient and Company (the “Discussions”), the Recipient and Company recognize the need for Company to provide Confidential Information (as defined below) to the Recipient. In consideration of the opportunity to receive Confidential

Information, the Recipient agrees as follows:

 

1. For purposes of this Agreement, “Confidential Information” means any information, including but not limited to, programs, devices, methods, techniques and processes, financial information and data, information about employees, business plans, business strategies, marketing plans, customer lists, price lists, cost information, science, formulas, patterns, compilations, descriptions of inventions, process descriptions, descriptions of technical know-how, information and descriptions of new products and new product development, scientific and technical specifications and documentation, and pending or abandoned patent applications of a party, now known or in possession of, or hereafter learned or acquired, that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Confidential information may be written or oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible. Confidential Information shall include all information furnished by or on behalf of Company to the Recipient, whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, and all analyses, compilations, copies, summaries, studies or other documents or records prepared by the Recipient to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from, such information.

 

The term “Confidential Information” does not include information which:

 

(i)                  is or becomes generally available to the public other than as a result of the breach of this Agreement by the Recipient;

 

(ii)                is or has been independently acquired or developed by the Recipient without violating any of the Recipient’s obligations under this Agreement;