1.PROPRIETARY INFORMATION
1.1 For purposes of this Agreement, the term “Proprietary Information” means any information and data (whether recorded or not and, if recorded, in whatever form on whatever media and by whomsoever recorded) related to all or any aspect of the business, operations, dealings, property, assets, technology, activities, services, financial affairs, management and administration of Company and/or its related/affiliated corporations (“Company Group”) that derives 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, including, but not limited to, the following information: (a) trade secrets, inventions, patents, patent applications, trademarks, intellectual properties, copyright, proprietary information, mask works, ideas, processes, computer programs, formulas, source and object codes, sketches, drawings, models, apparatus, equipment, algorithms, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, whether patentable or unpatentable, related to past, current, future and proposed products and services of the Company Group or is received in confidence by or for the Company Group from any other parties; (b) information regarding research or development activities and plans, experimental work, designs, details and specifications, engineering, development, new products, procurement requirements, purchasing, manufacturing, merchandising, marketing and other business plans, budgets and unpublished financial statements, financial projections and other financial information, promotional methods, business opportunities, strategies, forecasts, budgets, licenses, prices and costs, suppliers, joint venturers, licensors, licensees, distributors, customers and other persons with whom the Company Group does business; (c) information regarding the skills and compensation of employees of the Company Group, including the Employee’s terms of employment; (d) personal data of individuals (including but not limited to colleagues, customers (who are individuals), corporate customers’ staff (including personal data provided by corporate customers), corporate suppliers’/partners’/contractors’ staff) that the Employee comes into or may have come into contact with during the course of his/her work or employment; and (e) any other confidential or proprietary information that the Company Group has received and in the future will receive from third parties. The term “Proprietary Information” is to be broadly defined and interpreted.
2. MAINTAINING PROPRIETARY INFORMATION
2.1 The Employee acknowledges that Company Group possesses and will continue to develop and acquire valuable Proprietary Information, including information that the Employee may acquire, develop, or discover as a result of his/her employment with Company, and the value of the Proprietary Information depends on the Proprietary Information remaining confidential.
2.2 Company depends on the Employee to maintain that confidentiality, and the Employee accepts that position of trust.
2.3 The Employee undertakes to at all times, both during his/her employment by Company or within Company Group and after his/her termination, (a) hold in the strictest confidence and will not disclose any Proprietary Information except on need-to-know basis to other Company Group employees, agents and representatives or to third parties who are bound by written confidentiality agreements to the extent necessary to carry out his/her responsibilities as an employee of Company and in a manner consistent with any such third party confidentiality agreements; (b) use Proprietary Information only for the exclusive benefit of Company Group as may be necessary in the ordinary course of performing his/her duties as an employee of Company; and (c) will cooperate with Company and use his/her best efforts to prevent the unauthorised disclosure, use or reproduction of any Proprietary Information.
2.4 The Employee hereby agrees with Company that all Proprietary Information and all title, interests, patents, patent rights, copyrights, trade secret rights, trademarks, trademark rights, mask work rights and other intellectual property rights anywhere in the world in such Proprietary Information shall be the sole property of the Company and its assigns.
2.5 In the event that the Employee is obligated at any time, whether during his/her employment by Company or after his/her termination, to disclose any Proprietary Information by any applicable law, rule or regulation, any order of a relevant court of law or arbitration body or tribunal of competent jurisdiction, any direction of a governmental or statutory body or regulator or stock exchange, the Employee shall immediately inform Company of such an obligation and take such reasonable steps as Company may request. Company shall subject to the approval of such court, arbitration body or tribunal or governmental or statutory body or regulator or stock exchange and to the extent permitted by law, be afforded the opportunity to object to or intervene in such disclosure or where possible, obtain from such third parties duly binding agreements to maintain in confidence such information to be disclosed. Subject to the foregoing, the Employee so obligated to disclose the Proprietary Information may disclose only such Proprietary Information to the extent required by the relevant law, rule or regulation, order of court, arbitration body or tribunal or direction of governmental or statutory body or regulator or stock exchange.
3. FORMER EMPLOYER OR THIRD PARTY PROPRIETARY INFORMATION
3.1 The Employee shall not disclose to Company or induce Company to use any confidential documents and/or proprietary information of any prior employer or any third party. To the extent that the Employee has any confidential documents or proprietary information of any prior employer or any third party, the Employee acknowledges that Company does not want the Employee to disclose such confidential documents or proprietary information to Company or any of Company’s employees and the Employee shall comply with his/her prior employer’s expectations with respect to such confidential documents or proprietary information.
3.2 The Employee shall not use for the benefit of Company any confidential documents, proprietary information, specific technical information, and/or intellectual property rights (except intellectual property rights that are licensed to Company in a written license agreement) of any prior employer or any third party.
3.3 The Employee shall not seek or otherwise obtain any confidential information and/or proprietary information from a third party during the course of his/her employment without the prior written consent from an competent officer of Company or pursuant to a non-disclosure agreement entered into between Company and such third party.
3.4 The Employee recognises that Company has received and in the future will receive from third parties proprietary information subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
3.5 The Employee agrees that he/she owes Company and such third parties, both during his/her employment by Company and after his/her termination, a duty to hold all such proprietary information in the strictest confidence, to the same extent as if it were Proprietary Information.
4. UNAUTHORISED DISCLOSURE, MISAPPROPRIATION OR MISUSE OF PROPRIETARY INFORMATION
4.1 The Employee shall promptly inform Company of any loss of confidentiality, unauthorised disclosure, misappropriation or misuse by any person of any Proprietary Information, upon the Employee having knowledge of the same.
5. INDEMNITY
5.1 The Employee hereby unconditionally agrees to indemnify Company for any losses, liabilities, damages or expenses (including legal costs on an indemnity basis) which may be occasioned by any breach by the Employee of the provisions of this Agreement.
5.2 The Employee further acknowledges and agrees that a breach of any term of this Agreement will cause such damage to Company as may be irreparable and for which monetary damages would not likely provide an adequate remedy and accordingly, that Company will be entitled to seek such equitable relief (without requiring the posting of any bond or security), including injunction and specific performance, in respect of any term of this Agreement and the Employee hereby waives its rights to object to or oppose the granting of such relief in relation to any threatened or actual breach of any term of this Agreement. Such remedies shall not be deemed to be the exclusive remedies, but shall be in addition to all other remedies available at law or in equity to Company, including without limitation, damages.
6. MISCELLANEOUS
6.1 Save for Company’s related /affiliated corporations, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
6.2 In the event that the Employee leaves Company’s employment, the Employee hereby consents to Company notifying his/her new employer of his/her obligations under this Agreement.
6.3 Each provision of this Agreement will be treated as a separate and independent clause, and the unenforceability of any provision will in no way impair the enforceability of any other provision. If any provision is held to be unenforceable, such provision will be construed by the appropriate judicial body by limiting or reducing it to the minimum extent necessary to make it legally enforceable.
6.4 The Employee’s obligations under this Agreement shall survive the termination of his/her employment with Company, regardless of the manner of such termination.
7. GOVERNING LAW AND JURISDICTION
7.1 This Agreement shall be governed by and construed in accordance with the laws of Thailand