How To Design A Reasonable Confidentiality Agreement Prohibition Of Business Strife Agreement

First of all, according to the position within the enterprise, classify the employees and decide the form of the employee's confidential agreement, the scope of the confidential object and the corresponding liability for breach of contract according to the characteristics of different posts.

Technology companies generally include the following posts: senior research and development personnel, senior management personnel, general technical personnel and skilled workers, market planning and sales personnel, financial accounting personnel, secretaries, general administrative staff, security personnel, etc.

For employees who do not directly contact the core secrets of the enterprise, such as general administrative staff and security personnel, their confidentiality obligations are not specific to other personnel and are relatively simple. They are similar to the obligations of the third party who can not infringe upon the business secrets of enterprises.

Therefore, such personnel may not necessarily have to sign a special confidentiality agreement. They may consider joining the corresponding confidentiality obligation clause in their labor contracts.

Other categories of personnel may have access to business secrets, including technical information and operational information, especially advanced R & D technicians and senior management personnel in their work scope, usually holding the core business secrets of enterprises.

For these persons, a special confidentiality agreement should be signed, and the content of the agreement should be refined as far as possible according to the extent and scope of its trade secrets.

In general, a confidentiality agreement should include the following terms: the first one is the contract obligation clause for the third party.

This provision is mainly for new recruits.

In the recruitment of new employees, enterprises should investigate whether they have undertaken the obligation of confidentiality and prohibition of competition before entering the enterprise.

If such obligations are not assumed, it should be clearly stated or guaranteed in the contract, for example, "Party B guarantees that the use of any knowledge during the period of Party A's work is not related to the employer's previous employment. Party B shall undertake any work or task delivered by Party A. it will not infringe upon the commercial secrets of the previously employed unit."

If undertaking the obligation of confidentiality for the former unit, we should ensure that we do not use the confidential information of the former unit to serve the enterprise during its work.

Two is the obligation express provision.

This provision is mainly to express the statutory and implied obligation of confidentiality as a contractual obligation.

The employee shall ensure that the business secret of the enterprise that is known during the work of this enterprise is unconditionally confidential.

Three is the scope of business secrets.

First of all, according to the division of technical information and business information, list all the contents of the business secrets of the enterprise.

Secondly, the technical information or business information of the employee's position should be further specified in detail.

Four is the specific description of employee obligations.

For example, the trade secrets mentioned above shall not be disclosed directly or indirectly to the unrelated personnel inside the enterprise.

The five is to exclude the public domain.

This is mainly for employees to make different views on the secrecy of certain confidential information.

"If there is no secret of the information, the employee may be relieved of the obligation to confidentiality of the information."

The six is the terms of service.

The results of employees' on-the-job production should be reported in time.

A clear agreement is made on the implementation, pfer and ownership of the job results, and the results of non work shall be confirmed by the enterprise.

It also specifies the amount or proportion of rewards and rewards for job results.

The seven is the return of confidential information carrier after leaving the office.

Eight is about compensation.

It is clear that since the enterprise has already paid wages, bonuses and other labor remuneration, the above confidentiality obligation is an important manifestation of the employee's loyalty obligation, not paid by any extra payment.

Consider the name of a part of the employee's salary as a "confidentiality allowance".

It also stipulates that the obligation to protect business secrets from employees after leaving the office is not conditional on any additional compensation.

Nine is liability for breach of contract.

The penalty for breach of contract can be stipulated in different circumstances.

The agreement on Prohibition of business strife shall not only be signed separately, but also be used as part of the confidentiality agreement.

Although competition protection agreements and confidentiality agreements are aimed at protecting business secrets, there is still a big difference.

For example, the scope of confidentiality stipulated in the confidentiality agreement can be as wide as possible, and the prohibition of business strife shall not be too wide because it is a restriction on the basic labor rights of employees' freedom to choose jobs.

If it is too wide, it will cause adverse judicial intervention to enterprises after disputes arise.

The prohibition clause includes: 1.

Including time, area, restricted area, etc.

A restricted domain, such as an enterprise or job that is engaged in a technology, product, operation, service, etc.

Area refers to the work in the restricted area within the agreed area.

Time refers to the number of years after leaving the office and must not be allowed to work in restricted areas.

The specific contents of the restricted domain can be combined with the characteristics of the industry or the enterprise, and detailed appendix is also formulated.

Two, prohibit persuasion from leaving.

After leaving the office, no other employee who knows the business secrets of the enterprise can be tempted to leave.

This clause is intended to guard against the frequent loss of employees' collective betrayal to enterprises in recent years.

Three, compensation.

As a compensation for employees to sacrifice certain degree of freedom of employment, enterprises should pay a certain amount of compensation for non competition.

Specific standards can be stipulated or executed by the two parties in relevant industry or local regulations.