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2. CONFIDENTIALITY, NON-DISCLOSURE, AND INTELLECTUAL PROPERTY

This section applies to your relationship with [Company Name] (the "Company").

2.1 Confidential Information​

What It Is: "Confidential Information" means all non-public information that the Company discloses to you or that you learn or create during your work for us. It exists in any form: written, spoken, electronic, or otherwise.

Examples include, but are not limited to:

  • Business Information: Business plans, financial data, marketing and sales strategies, pricing and discount structures, internal costs, and unpublished financial reports.
  • Customer & Partner Data: All information about our clients, vendors, and prospects, including names, contact details, requirements, transaction histories, and any special terms.
  • Technical Information: Software code (including for the Can You FLow mobile app), algorithms, designs, inventions, formulas, processes, research, and technical know-how.
  • Proprietary Materials: Notes, summaries, or reports you create that are based on any of the above information.

What It Is Not: Information is not considered confidential if it:

  • Was already known to you before we disclosed it (and you can prove it).
  • Becomes publicly known through no fault of your own.
  • Is given to you lawfully by a third party who wasn't bound by confidentiality.
  • You developed completely on your own without using any of our Confidential Information.

2.2 Your Obligations​

You agree to:

  • Keep It Secret: Hold all Confidential Information in strict confidence.
  • Use It Only for Work: Use the Confidential Information only for the purpose of performing your duties as a part-time Technology Sales Representative for the Company.
  • Protect It: Take all reasonable steps to safeguard the Confidential Information from unauthorized access, use, or disclosure. This includes following all Company security policies.
  • Limit Access: Only share Confidential Information with other Company personnel who need to know it for a legitimate business purpose and who are also bound by confidentiality obligations.
  • Notify Us of Leaks: You must immediately notify the Company if you become aware of any unauthorized use or disclosure of Confidential Information.
  • Comply with Court Orders (But Tell Us First): If you are legally required to disclose any Confidential Information (e.g., by a subpoena or court order), you must promptly notify the Company in writing so we can seek a protective order. You will cooperate with the Company’s efforts to protect the information.

2.3 Our Intellectual Property​

  • We Own It: The Company owns all rights, title, and interest in any Confidential Information, inventions, creations, and work product (the "IP") that you develop or help develop during your work for us.
  • No License: Disclosing information to you does not grant you any license or right to use it beyond what's necessary for your job.
  • "As Is": All Confidential Information is provided to you "as is" without any warranty.

2.4 Returning Information​

When your employment ends, or at any time we ask, you must immediately:

  • Return all Company property and documents (in any form) containing Confidential Information.
  • Permanently delete all electronic copies from any device or cloud storage you control.
  • Provide us with a written statement certifying that you have complied with this requirement.

2.5 Consequences of a Breach​

You understand that violating this agreement would cause the Company serious and irreparable harm for which money alone would not be adequate compensation. Therefore, the Company has the right to seek a court order (an "injunction") to stop any breach or threatened breach immediately, without having to post a bond. This right is in addition to any other legal remedies we may have, including suing for monetary damages.

You specifically agree that the New Jersey Uniform Trade Secrets Act and other relevant New Jersey laws govern this agreement.

2.6 Term of Confidentiality​

  1. For Information That Is Not a Trade Secret: The Receiving Party's obligations of confidentiality and non-use with respect to any Confidential Information that does not constitute a "trade secret" as defined by the NJUTSA shall terminate [e.g., two (2) years, or three (3) years] after the date of disclosure.

  2. For Trade Secrets: Notwithstanding the foregoing, the Receiving Party's obligations of confidentiality and non-use with respect to any information that constitutes a "trade secret" under the NJUTSA or the federal Defend Trade Secrets Act shall continue for as long as such information maintains its status as a trade secret under applicable law.

2.7 Care of Company Property.**​

  1. Duty of Care: Employee agrees to exercise due care and a high degree of responsibility when using all company-issued equipment and property, including but not limited to, laptops, mobile devices, tools, and vehicles.

  2. Reporting Damage: In the event that company property is lost, damaged, or stolen, the employee must immediately report the incident to their supervisor and complete any necessary documentation, such as an incident report.

  3. Liability for Intentional Damage or Gross Negligence: The Company reserves the right to seek recovery from the employee for the cost of repair or replacement of company property if the damage or loss is the result of the employee's gross negligence, willful misconduct, or intentional act. The Company will not hold an employee financially responsible for damage that occurs as a result of a simple, honest mistake or accident. Any such recovery will be pursued through a separate, voluntary repayment agreement or civil action, and not through an automatic deduction from wages.

  4. Acknowledgment: Employee acknowledges that failure to comply with this policy, or any act of gross negligence or willful misconduct, may result in disciplinary action, up to and including termination of employment.