to Non-Disclosure Agreement ("Agreement") between _________________ ("Signer") and ______________ ("Other Party") dated ______________.
Notwithstanding any provisions elsewhere in Agreement, the following provisions are included and supersede all conflicting provisions elsewhere, to the extent of the terms stated below.
1. Agreement shall expire six months from the date of signing. Signer has valuable business interests in the field of computing and software, cannot afford to forgo business opportunities that may arise in his field, and declines to predict over long timescales, let alone forgo in advance, what areas of interest he may seek to conduct business in.
2. Agreement shall be governed by the laws of the state of California. Signer is resident in that state, and prefers its business-relevant laws over those of other jurisdictions.
3. Other Party acknowledges and agrees to the provisions of California Business and Professions Code section 16600: "Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." Other Party acknowledges that Signer is in the lawful business of providing Unix/Linux, LAN/WAN, and related consulting services to business.
4. Other Party acknowledges and agrees to the provisions of California Civil Code Section 3426 et seq., implementing the Uniform Trade Secrets Act. Quoting, in part: "'Trade secret' means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) Derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy."
5. Other Party stipulates that Signer may be in possession of valuable trade secrets and other confidential information related to his business, and agrees that Other Party has an obligation of due diligence to safeguard them if they come to Other Party's attention incidental to the business relationship that is the subject of Agreement. Other Party acknowledges that the unauthorized disclosure or use of those trade secrets and other confidential information by Other Party would cause irreparable harm and significant injury to Signer, the degree of which may be difficult to ascertain. Accordingly, Other Party agrees that Signer will have the right to obtain an immediate injunction enjoining any breach of Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
6. Signer will have no obligation with respect to any information that (a) is now, or hereafter becomes, through no act or failure to act on the part of Signer, generally known or available to the public; (b) was acquired by Signer before receiving such information from Other Party and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Signer by a third party, without restriction as to use or disclosure; (d) is information which Signer can document was independently developed by Signer without reference to such information received hereunder; or (e) is disclosed with the prior written consent of Other Party. Signer may disclose any information covered by Agreement pursuant to the requirements of a governmental agency or operation of law, provided that Signer gives Other Party reasonable advance notice sufficient to contest such requirement of disclosure.
7. Other Party shall not assign or transfer any of Other Party's rights or obligations hereunder without the prior written consent of Signer.
8. Agreement, including Addendum A, is the complete and exclusive statement regarding the subject matter of Agreement, and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of Agreement, which may only be amended by a writing signed by the parties hereto.