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confidentiality section edits
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pull definition up, add more explicit carve-out, reduce redundancy
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mlinksva committed Oct 6, 2017
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8 changes: 3 additions & 5 deletions Balanced_Employee_IP_Agreement.md
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Expand Up @@ -30,13 +30,11 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo

7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP or IP under License (together, "All IP"), and, if the Company asks, to provide those records to the Company. You agree to help the Company secure and defend its rights in All IP, including after you leave the Company. For your help the Company will compensate you at a reasonable rate. If the Company is unable to secure your help, you authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to All IP.

8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive confidential information that is important to the Company's business. You are responsible for keeping this information confidential, including after you end your work for the Company.
8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive Confidential Information that is important to the Company's business. "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. Information is not confidential if it is or becomes known or generally available to the interested public by no fault of yours, or you already knew the information independent of having received it from the Company.

Please be aware, however, that under the [Defend Trade Secrets Act of 2016](http://uscode.house.gov/view.xhtml?req=title:18%20section:1833%20edition:prelim), you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding.
You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep internal Company information secret, including after you end your work for the Company. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise.

"Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known.

The Company's Confidential Information is sensitive and we expect that you'll treat it as such. You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep Confidential Information secret. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise.
Please be aware, however, that under the Defend Trade Secrets Act of 2016, you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding.


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