THIS DECLARATION is made
the [date] day of [month] [year] By [name of the Employee], a [country] citizen
holding passport number [passport number], of [address] (“Employee”).
WHEREAS:
A.
Employee is an employee of
[name of Employer], a company incorporated in [place] and having its registered
office at [registered address] (“Employer”), a Unilever Group company.
B.
Unilever Group companies own
confidential information in relation to itself and has confidential information
belonging or in relation to Other Parties.
C.
In the course of Employee’s
employment with Employer, Employee has obtained or may obtain and is aware or
may be aware of Confidential Information and has created or may create works in
which there may be Intellectual Property Rights.
D.
Employee is agreeable to
maintain the strictest confidentiality in respect of Confidential Information
and acknowledge that certain Intellectual Property Rights belong to Employer,
other Unilever Group companies or Other Parties (as the case may be) on the
terms and conditions set out in this Declaration.
NOW this deCLARATION witnesseth AS
FOLLOWS:
Employee agrees to comply with the
provisions set out in the attached Employment Terms and Conditions on
Confidential Information and Intellectual Property, and such provisions shall
be deemed incorporated in and be part of this Declaration.
Employee
declares that he/she has read and understood and has had the opportunity to
take independent legal advice as regards the provisions of this Declaration.
IN WITNESS WHEREOF Employee has executed this
Declaration.
Signed
sealed and delivered by )
[name of Employee] )
EMPLOYMENT TERMS
AND CONDITIONS ON
CONFIDENTIAL
INFORMATION AND INTELLECTUAL PROPERTY
Definitions AND INTERPRETATION
In this Declaration:
(a) “Confidential Information” means any information written or otherwise:
(i) which is proprietary or confidential to Employer or any other Unilever Group company including but not limited to any information concerning sales, marketing, distribution, analyses, compilations, forecasts, studies, audit, business plans, projects, business strategies or visions of Employer or any other Unilever Group company or its products, other information or documents prepared by or for Employer or any other Unilever Group company, methods, processes, products, inventions, designs, technical information, technical instructions, know-how, ingredients, recipes, formulae, specifications and any other information relating to any of the products, business, finance, sales or other aspect relating to Employer or any other Unilever Group company; or
(ii) which Employer or any other Unilever Group company obtains or is aware of or which belongs to or relates to any Other Party, and in respect of which Employer or any other Unilever Group company may be subject to confidentiality or non-disclosure obligations express, implied or otherwise;
(b) "Intellectual Property Rights" means patents, trade marks, design rights, copyright (including rights in computer software and databases), know-how and moral rights and other intellectual property rights, in each case whether registered or unregistered and including applications for, and the right to apply for, the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world;
(c)
“Other Party” means a person
who is not Employee nor Employer or other Unilever Group company, and includes
but is not limited to the customers, suppliers and distributors of Employer or
any other Unilever Group company;
(d)
"Unilever Group"
means Unilever PLC, Unilever N.V., and all companies in which either or both of
them together directly or indirectly own or control the voting rights attaching
to not less than 50% of the issued ordinary share capital, or control directly
or indirectly the appointment of a majority of the board of management, and
references to a member of the Unilever Group or a Unilever Group company shall
be construed accordingly; where "Unilever PLC" is a corporation duly
organised and existing under the laws of the United Kingdom with its registered
address at Portsunlight, Wirral, Merseyside, CH62 4ZD United Kingdom and
"Unilever N.V." , a corporation duly organised and existing under the
laws of the Netherlands with its registered address at Weena 455, 3013 AL,
Rotterdam, Netherlands; and
(e)
a “person” includes a person,
firm, company, corporation, government, state or agency of a state or any
association, trust or partnership (whether or not having separate legal
personality) or two or more of the foregoing.
CONFIDENTIAL INFORMATION
2.1 Employee acknowledges that the Confidential Information shall remain the sole and exclusive property of Employer, other Unilever Group companies or Other Parties (as the case may be), and that Employee shall not have any claim, right, title, property, license or other interest whatsoever in the Confidential Information.
2.2 Employee hereby represents, warrants and undertakes to Employer that:
(a) Employee will maintain the strictest confidentiality in respect of the Confidential Information, comply with all policies, guidelines and rules of or practised by Employer or (where appropriate) any other Unilever Group company to protect the Confidential Information;
(b) during his/her employment with Employer, Employee will forthwith report to Employer or relevant other Unilever Group company any events or circumstances which will or may jeopardise the safety or confidentiality of any Confidential Information;
(c)
subject to sub-Clause (a),
Employee will not use any Confidential Information other than for the purposes
of the business of Employer or relevant other Unilever Group company (as the
case may be) and will not disclose any Confidential Information to any person
(including other Unilever Group companies and other employees of Employer)
except where such person has a need to know the Confidential Information for
the purposes of the business of the Employee or other Unilever Group companies;
and
[(d)Employee will
ensure that every person to whom Confidential Information is disclosed by Employee,
is fully aware of and will strictly comply with the provisions of this
Declaration, provided always that nothing in this sub-Clause (d) shall be
interpreted to permit Employee to disclose any Confidential Information other
than in accordance with this Declaration.]
2.3
In the event that Employee
becomes legally compelled to disclose any Confidential Information, Employee
shall provide prompt written notice to Employer or relevant other Unilever
Group company so that Employer, any other Unilever Group companies or Other
Parties (as the case may be) may, if it so desires, obtain a protective order
or other appropriate remedy. If Employee becomes legally compelled to disclose
any Confidential Information, Employee shall disclose only that portion of the Confidential
Information which Employee is legally required to disclose and shall exercise
best efforts to obtain assurances that the recipient of such information will
only disclose such information on the terms of this Declaration.
2.4
Notwithstanding anything in
this Declaration, Employee shall not be in breach of his obligations under
Clause 2.2 where the non-compliance with Clause 2.2 is not directly or
indirectly due to or arising from any fraud, intentional non-compliance or
negligence of Employee. Where Employee
alleges or relies on this Clause 2.4, Employee shall have the burden of proving
that the non-compliance with Clause 2.2 is not directly or indirectly due to or
arising from any fraud, intentional non-compliance or negligence of Employee.
Intellectual Property
3.1
Employee shall not gain by virtue of this Declaration or his employment by Employer
any claim, right, title, property, license or other interest whatsoever in the
Intellectual Property Rights owned by Employer, other Unilever Group companies
or Other Parties (as the case may be).
3.2 Employee hereby acknowledges that (a) the Intellectual Property Rights in or to any creation, invention, discovery or material which he/she directly or indirectly, solely or jointly with any person, produces, develops, writes, creates or designs at any time in the course of or arising out of his/her employment by Employer or at the request of or substantially for the use of Employer, any other Unilever Group company or Other Party, are the exclusive property of Employer or such other Unilever Group company or Other Party as Employer may agree, and (b) Employer, such other Unilever Group company or Other Party has the sole and exclusive right to use, duplicate, implement and/or dispose of such Intellectual Property Rights and Employee shall not claim any proprietary rights in respect thereof.
3.3 Employee shall ensure that the Intellectual Property Rights referred to in Clause 3.2 shall be vested in or assigned absolutely to Employer or, at the direction of Employer, any other Unilever Group company or Other Party. Employee shall at any time whether before or after termination or cessation of his employment by Employee, upon the request of Employer, do all such acts and things in order that such Intellectual Property Rights shall be vested in or assigned absolutely to Employer, such other Unilever Group company or Other Party (as the case may be).
3.4 Employee irrevocably appoints Employer and any person nominated by Employer to be his attorney in his name and on his behalf to sign execute or do any such instrument or thing and generally to use his name for the purpose of giving to Employer, any other Unilever Group company or Other Party the full benefit of the provisions of this Clause 3 with the right of Employer to substitute or appoint any person as Employee’s attorney in place of Employer. Employee declares that all acts, things, deeds, instruments and documents done or executed on behalf of Employee by Employer, other attorney or any person nominated by Employer under this Clause 3.4 shall be as good valid and effectual to all intents and purposes whatsoever as if the same had been duly and properly done and executed by Employee and Employee undertakes to ratify and confirm all such acts, things, deeds, instruments and documents done or executed by virtue of the authority and power conferred under this Clause 3.4.
Return of Materials
Upon the
termination or cessation of Employee’s employment with Employer, or at any time
upon the request of Employer, Employee shall forthwith return to Employer (a)
all written or tangible materials (including but not limited to documents,
memoranda, notes and other writings, computer disks, tapes and printouts)
containing or reflecting any Confidential Information and/or the Intellectual
Property Rights referred to in Clause 3.2, without retaining any copies,
summaries, analyses, notes or extracts thereof; and (b) all written or tangible
materials (including but not limited to documents, memoranda, notes and other
writings, computer disks, tapes and printouts) whatsoever which have been
prepared by Employee in connection with Employer’s relationship with any Other
Party, Employer’s performance of services for any Other Party and/or the
Intellectual Property Rights referred to in Clause 3.2, without retaining any
copies, summaries, analyses or extracts thereof, which are in Employee’s
possession, custody or control and expunge all Confidential Information from
any computer or electronic information retrieval system (other than the systems
belonging to or used by Employer or any other Unilever Group company). Upon receipt of written request from Employer
or any other Unilever Group company, Employee shall promptly confirm in writing
that he/she has complied with his obligations contained in this Clause 4.
Liability for Breach
5.1 Any breach by Employee of his obligations under this Declaration shall constitute a fundamental breach hereof and Employer shall be entitled forthwith to terminate Employee’s employment with Employer.
5.2 Employee acknowledges that any breach of this Declaration would injure Employer and other Unilever Group companies irreparably. Accordingly, Employer, other Unilever Group companies or Other Parties (as the case may be) shall be entitled to specific performance and injunctive relief without proof of damage from any court in any jurisdiction in addition to full indemnity (including all legal costs and expenses) and all other remedies available at law or in equity.
5.3 The rights and remedies in this Declaration are cumulative and not exclusive of any rights and remedies provided by law or in equity.
DURATION
6.1 This Declaration shall come into force on the date of this Declaration but shall apply to all Confidential Information disclosed to Employee and all Intellectual Property Rights referred to in Clause 3.2, from the date Employee first commenced work for Employer.
6.2
This Declaration shall be valid
for two (2) years from the date of termination or cessation of Employee’s
employment with Employer.
6.3
The
obligations of confidentiality in this Declaration shall, unless otherwise
agreed in writing by the parties:
(a)
in respect of
Confidential Information described in Clause 1.1(a)(i), terminate at the end of
three (3) years after the expiry of the two-year period referred to in Clause
6.2; and
(b)
in respect of
Confidential Information described in Clause 1.1(a)(ii), terminate
simultaneously with the termination of the obligations of Employer or other
Unilever Group companies in relation to such Confidential Information.
WAIVER, CONSENT AND APPROVAL
7.1 Any waiver, consent or
approval shall only be effective if given in writing and shall be effective
only in the instance and for the purpose for which it is given.
7.2 Any consent
or approval under this Declaration shall be required to be obtained before the
act or event to which it applies is carried out or done.
7.3 Any consent or approval
may be given or withheld by Employer or other Unilever Group company in its
absolute discretion and upon such terms and conditions as Employer or other
Unilever Group company may think fit and Employee shall ensure that such terms
and conditions are strictly complied with.
7.4 No failure or delay by any
party in exercising any of its rights under this Declaration shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
further exercise thereof, or the exercise of any other right hereunder or
otherwise.
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