FREE UK Confidentiality Agreement

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Agreement") dated [Date] is made by and between:

[Name] having his permanent place of residence at [Address] (the "First Party") OF THE FIRST PART

AND

[Name] having its registered address at [Address] (the "Company") OF THE SECOND PART

WHEREAS:

The First Party is currently or may be employed as an employee with the Company for the position of [Position]. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the First Party. During the course of this Agreement, the First Party shall receive from the Company, or develop on the behalf of the Company, various Confidential Information on behalf of the Company as a result of this Employment (the 'Permitted Purpose').

1. Confidentiality:

First Party agrees that any and all knowledge or information that may be obtained in the course of the employment with respect to the conduct and details of the business of the Company and with respect to the secret processes, formulas, machinery, etc. used by the Company in manufacturing its products or services will be forever held inviolate and be concealed from any competitor and all other persons and that he or she will not engage as employer, employee, principal, agent, or otherwise, directly or indirectly, at any time in a similar business, and that he or she will not impart the knowledge acquired to anybody and that should he or she at any time leave the employ of the Company he or she agrees not to enter into the employ or service or otherwise act in aid of the business of any rival company or concern or individual engaged in the same or in similar lines of business. .

The Confidential Information will not include information that:

i. is generally known in the industry of the Company;

ii. is now or subsequently becomes generally available to the public through no wrongful act of the First Party;

iii. the First Party rightfully had in his possession prior to receiving the Confidential Information from the Company;

iv. is independently created by the First Party without direct or indirect use of the Confidential Information; or;

v. the First Party rightfully obtains from a third party who has the right to transfer or disclose it.

2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Company and will only be used by the First Party for the permitted purpose.

3. Ownership and Title:

The First Party acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Company. Accordingly, the First Party specifically agrees and acknowledges that the First Party will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the First Party may have created or contributed to the creation of the same but it shall be always assigned in the name of the Company.

0. Remedies

The First Party agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Company. Accordingly, the First Party agrees that the Company is entitled to, in addition to all other rights and remedies available to him at law or in equity, an injunction restraining the First Party and any agents of the First Party, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.



1. Governing Law:

This Agreement will be governed by the laws of United Kingdom. Any claim, matter or controversy arising out of or relating to this Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Arbitration Act, 1996. The Venue of Arbitration shall be [City].

Company First Party

_________________ ____________________

Date: Date: