Câu hỏi được biên tập từ chuyên mục tư vấn luật Lao động của Công ty luật Minh Khuê

>> Luật sư tư vấn pháp luật Lao động, gọi: 1900.6162

I. Mẫu cam kết bảo mật

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is made by and between following parties:

The employer

…………………......................................................................................................................................................................

Address

………….....................................................................................................................................................................………

Business code

………...................................................................................................................................................................………….

Phone number

………..................................................................................................................................................................………….

Position

………..................................................................................................................................................................………….

Hereinafter referred to as “Company”.

And

The employee

………….........................................................................................................................................................………

Date of birth

…………........................................................................................................................................................………

position

……………........................................................................................................................................................……

Permanent address

…………......................................................................................................................................................………

Identity Card No

Issued on….............................. by…......................................................................................................................

Hereinafter referred to as “Employee”.

(The Company and the Employee are hereinafter referred to as the “Party” individually and the “Parties” collectively).

The Company is a limited liability established and operating under the provisions of Vietnamese law.

Whereas, the Employee is now legally working for the Company under the labour contract No. ….. signed on …….. With his/her role, the Employee has approached, been allowed to access, and was or is or will be receiving confidential information about the Company and its business, as well as its internal operations.

Whereas, the use or disclosure of confidential information of the Company, not for the benefit of the Company, will cause significant harm to the Company, and the loss of money alone will not be sufficient to compensate the Company in case of the unauthorized use or disclosure of confidential information.

Now, thereof, the Parties hereby agree as follows:

1. Definition and interpretation

Definition of Confidential Information

For the purpose of this Agreement, Confidential Information is: (1) any and all information, materials and data owned by the Company and disclosed by the Company to the Employee; and (2) all materials of the Company whereto the Employee has access to in the course of his/her duties under the Labour Contract, in any tangible or intangible form whenever and however disclosed, including without limitation to:

  1. information, including contractual and licensing materials, plans, strategies, tactics, policies, resolutions, records, reports and any litigation or negotiations;
  2. Marketing information, including sales or product plans, strategies, tactics, methods, records, reports, customers, potential customers, information on the costs and prices of raw materials and goods (whether finished or not) and services that have not been publicly disclosed on the market and related documents, research and development plan or market research data;
  3. Financial information, including costs and performance data, records and reports, debt arrangements, equity structure, investors and holdings, operational formula, control and inspection practices and background information relating to suppliers;
  4. Technical information, including machinery, designs, drawings, formulas, processes and methods of production; product evaluation process; new products and specifications;
  5. Information of existing, current or potential customers, consumers, suppliers and agents including contracts, pricing, negotiations, and historical purchase, sale and service data;
  6. Personnel information, including personnel lists, resumes, personnel data, salary information, and organizational structure and performance evaluations;
  7. Know-how, technology secrets and business secrets;
  8. Inventions (regardless of whether patented or not);
  9. Patents, copyrights, trademark, trade secrets, licensed rights or other intellectual property rights under the Law on Intellectual Property of Vietnam (regardless of whether patented or being in process of patented);
  10. Specific software, computer system, research objectives, source codes or snippets of codes, service account keys, passwords, object codes, manuals, and user names;
  11. Systematic and/or electronic documents and transactions of the Company and all visual, behavioural, oral, written and/or electronic information and data recorded or stored in electronic form or in any other readable, visible or heard form such as text, computer files, email, images, code, computer software, materials or know-how regarding the Company’s past, present or future;
  12. Programming, names, symbols, images, designs, research and technical documents and materials, content of databases; and
  13. Any data or information that the Company deems to be confidential and the Employee must not to disclose.

Within the scope of this Agreement, the Confidential Information will also include all information as sourced from such Confidential Information.

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Interpretation

  1. The title of any article or clause of this Agreement is for ease of reference only and shall not affect the contents thereof. Interpretation of any article or clause herein shall pursue regulations provided by laws or initial intention of the Parties hereto; and
  2. The terms as using “of this Agreement”, “in this Agreement” or “herein”, “herewith”, “hereto” and any and all the same words shall imply this entire Agreement and shall not indicate any specific article or clause of this Agreement.

2. Proprietorship of the Confidential Information

Ihe Employee acknowledges and agrees that any and all Confidential Information, whether furnished by the Company, developed by the Employee or in conjunction with others, or by other employees of the Company and forwarded to the Employee, shall be the sole and exclusive property of the Company. Therefore, the Employee hereby disclaims any proprietary interest from such Confidential Information.

3. Confidentiality obligation

  1. The Employee shall only use the Confidential Information or information derived from the Confidential Information, which the Employee acquired as mentioned in Article 1.1 herein reasonably in accordance with the job requirements and only for the purpose of carrying out the duties under the Labour Contract. Before disclosing any Confidential Information or information derived from the Confidential Information to any authorized person in accordance with the job requirements or at requests of the Company, the Employee shall ensure that such person has been told by the Employee that this is Confidential Information, and that such person is responsible for keeping the said information confidential in accordance with this Agreement.
  2. The Employee acknowledges and agrees that any usage of the Confidential Information for any personal purpose is prohibited.
  3. The Employee shall not disclose or distribute or communicate or permit to be communicated, verbally or in writing, directly or indirectly, the Confidential Information or any copies thereof to any third party at any time except:
  1. As provided for in and permitted by this Agreement; or
  2. As may be required by laws; governmental or professional regulations or requested by regulatory authorities to which the Employee is subject provided that where permitted by laws and regulations the Employee must give a notice to the Company of such disclosure as far in advance of such disclosure as practicable, and that the Employee furnishes only that portion of the Confidential Information which the Company is legally required to disclose.
    1. The Employee is obligated to take all reasonable steps to ensure that none of the Employee’s involved persons

disclose, use, store, reproduce or copy any of the Confidential Information.

  1. The Employee must make and provide a list of all persons to whom the Confidential Information has been conveyed to if so requested by the Company.
  2. Unless approved by the Company in writing, the Employee shall not copy, edit or transform the content of any Confidential Information in writing or verbally, before or after the signing date of this Agreement.

4. Confidentiality obligation

The Employee warrants at all times during his/her employment with the Company and after terminating the employment contract with the Company for any reasons, the Employee shall keep it confidential and not disclose or permit disclosure to any other organization or individual, and in any case, the Employee shall not disclose, use, copy, publish, summarize or transfer out of the Confidential Information Company, except for: (a) necessary cases to perform the tasks assigned by the Company; or (b) after resignation, only when authorized by the [General] Director of the Company.

5. Return of the Confidential Information

At least …. days prior to the date of the termination of the Employees employment with the Company for any reason, the Employee shall return to the Company any and all documents, and other information pertaining to the Confidential Information, and any circumstance shall not keep any document, or information, or any reproduction or extract that may contain or pertain to the Confidential Information.

6. Term of this Agreement

The Employees rights and obligations under this Agreement will continue to be valid and binding on the Employee even after the termination of the Labour Contract between the Employee and the Company and/or any labour contracts between the Employee and other affiliates and/or related companies. This Agreement will continue to prolong and bind the Employee to keep the confidentiality of the Confidential Information throughout the existence of the Company, until the Confidential Information turns to be generally known to the public, in the public domain, or available through reference to general library sources of the Company and other sources as stipulated in this Agreement

7. Remedies

  1. The Employee understands and acknowledges that the Company’s remedies at law for any material breach of this Agreement are inadequate and that any such breach will cause irreparable harm to the Company. The Employee therefore agrees that, in addition to any other rights and remedies as may exist in the Company’s favour, the Company may take legal action against the Employee.
  2. The Employee further agrees that the Employee shall not, in any equity proceeding relating to the enforcement of this Agreement, raise the defence that the Company has an inadequate remedy at law. It is further agreed that in the event of a breach of this Agreement by the Employee or anyone acting on his/her behalf or at his/her direction, the Company shall be entitled to claim compensation for any and all consequential damages arising from said breach, including, but not limited to, lost profits. It is also expressly agreed that, in the event of such a breach, the Company shall also be entitled to recover all of its costs and expenses (including attorneys fees) by the Company in enforcing its rights

8. Sanctions against breach

In case the Employee breaches any obligation of confidentiality under this Agreement, the Employee shall be penalized in accordance with labour law and the Company’s internal labour regulations. Besides, if such breach causes material damages to Company or a third party to whom the Company is obligated to indemnify on behalf of the Employee, in addition to the labour penalty of dismissal, the Employee is also liable for indemnifying the Company for such material damages under the labour law and the Company’s internal labour regulations.

9. Non-conflict of interest

  1. The Employee hereby confirms that in working for the Company, the Employee does not act on behalf of any individual or organization in any matter, which may have conflict of interest with the Company or the clients of the Company.
  2. The Parties hereby agree that this provision does not aim to limit the Employee to conclude and carry out the agreements with third parties, including employment contracts, on the matters which do not lead to a conflict of interest with the Company. For avoidance of doubt, should there is any potential conflict of interest, the Employee shall inform and obtain the acceptance from the [General] Director before concluding or carrying out such agreement.

10. Miscellaneous

  1. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior proposals, agreements, representations and understandings. Ihis Agreement can only be modified by a subsequent written agreement executed by both the Company and the Employee. The provisions herein shall prevail should there be any conflict or differences or contradiction between this Agreement and the Labour Contract.
  2. Survival. Any and all obligations of the Employee under this Agreement shall always continue to be in effect after termination of employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary.
  3. Independence. The Employee agrees that this Agreement does not purport to set forth all of the terms and conditions of the employment under the Labour Contract, and that the Employee as an employee of the Company, has obligations to the Company as its employee which are set forth in this Agreement.
  4. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
  5. Successors and Assignees. This Agreement shall bind each party’s heirs and successors in accordance with provisions of the laws. The Employee shall not assign any of rights or obligations of the Employee under this Agreement without the Company’s prior written consent. Any assignment or transfer in violation of this section shall be null and void.
  6. Severability. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had or been contained herein.
  7. Warranties and undertakings. The Employee covenants that the Employees performance of all the terms of this Agreement will not breach any agreement to which the Employee is a contracting party.
  8. Governing Law and Dispute Settlement. This Agreement shall be governed by the laws of Vietnam. For any dispute arising from or out of this Agreement, the Company and the Employee may enter into amicable negotiation and agreement; however, such dispute shall be settled by the competent court of Vietnam in case of failure to first reach a negotiated agreement on the dispute.
  9. Duplicates. This Agreement is made into 02 (two) original copies having the same validity, each of them is kept by either party for execution.
  10. Effectiveness. This Agreement shall take into effect from the signing date of the Labour Contract or the first working day for the Company, whichever date comes first.

In witness whereof, the Company and the Employee have signed this Agreement on the date as first above written.

Company The Employee

II. Mẫu mô tả công việc

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JOB DESCRIPTIONS

(Attached to Labour contract No……. dated …… entered into by

and between …… Company and ……..)

GENERAL INFORMATION

Employee:

…………………….................................................................................................................……………………..

Position:

……………………………...............................................................................................................……………..

Department:

…………………….................................................................................................................…………………….

Person to report:

……………….................................................................................................................………………………….

JOB GOALS

  1. ……………………………………………………………………
  2. ……………………………………………………………………

JOB REQUIREMENTS

Academic level:

Work experience:

Others:

………………..........................................................................................................................………………………….

………….........................................................................................................................……………………………….

………………….........................................................................................................................……………………….

DETAILED ASSIGNMENT

Level of responsibility (All, partial, support)

Evaluation

(Stating quantity or quality targets to evaluate the level of job completion)

1. ………………………………………

Full/Partial

…………..............................……

2………………………………………..

Full/Partial

…………..............................……

3. ………………………………………

Supportive

……….............................……….

In which:

  • Full: Taking full responsibility for job result.
  • Partial: Taking partial responsibility for job results.
  • Supportive: Supporting persons in charge in the jobs of such persons.

INTERACTION NETWORK

These Job Descriptions are made into 02 (two) original copies having equal legal validity, and is an integral part of the Labour contract entered into by and between the Company and ……… on …... Each party shall keep 01 (one) original copy for execution.

Trên đây là tư vấn của chúng tôi. Nếu còn vướng mắc, chưa rõ hoặc cần hỗ trợ pháp lý khác bạn vui lòng liên hệ bộ phận tư vấn pháp luật trực tuyến qua tổng đài điện thoại số: 1900.6162 để được giải đáp.

Rất mong nhận được sự hợp tác!

Trân trọng./.

Bộ phận tư vấn pháp luật Lao động - Công ty luật Minh Khuê

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