California Employee and Severance NDA

CALIFORNIA EMPLOYEE NON-DISCLOSURE AGREEMENT

This Employee Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [COMPANY NAME] ("Company") and [EMPLOYEE NAME] ("Employee"). This Agreement is governed by California law.

1. PURPOSE In the course of Employee's employment, Employee will have access to confidential and proprietary information of the Company. Employee agrees to protect that information on the terms below.

2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information the Company treats as confidential, including trade secrets, business and financial data, customer and pricing lists, methods, processes, software, and other proprietary information. Confidential Information does not include information that is or becomes public through no fault of Employee, that Employee lawfully knew before employment, or that is independently developed without use of the Company's information.

3. OBLIGATIONS Employee agrees to use Confidential Information solely for the benefit of the Company, to not disclose it without authorization, and to return or destroy all Confidential Information on request or at the end of employment.

4. PROTECTED DISCLOSURES (CALIFORNIA SILENCED NO MORE ACT) Consistent with California Government Code section 12964.5: Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful. Nothing in this Agreement limits Employee from reporting to, filing a charge with, or cooperating with any government agency, including the California Civil Rights Department, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Securities and Exchange Commission, or from exercising any right that cannot lawfully be waived.

5. SETTLEMENT AND SEPARATION (CODE OF CIVIL PROCEDURE SECTION 1001) If this Agreement is part of a settlement or separation, it does not and cannot prohibit Employee from disclosing factual information about sexual assault, sexual harassment, or workplace harassment, discrimination, or retaliation. Employee may request that Employee's own identity and any facts that could reveal it remain confidential.

6. DEFEND TRADE SECRETS ACT NOTICE Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual is immune from criminal or civil liability for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

7. NO NON-COMPETE This Agreement does not restrict Employee from working for a competitor or in Employee's profession after employment ends. Employee non-compete agreements are void in California under Business and Professions Code section 16600.

8. TERM AND ENFORCEMENT Employee's obligations as to Confidential Information continue for as long as the information remains confidential. The Company may seek injunctive relief and any other remedy available at law for a breach, subject to the protected disclosures above.

9. GENERAL This Agreement is governed by California law. If any provision is unenforceable, the remaining provisions stay in effect. This Agreement is the entire understanding between the parties on this subject.

[COMPANY NAME] By: [SIGNATURE] Name/Title: [NAME AND TITLE] Date: [DATE]

EMPLOYEE [SIGNATURE] Name: [EMPLOYEE NAME] Date: [DATE]