Misericordia University Confidentiality Agreement

I understand that Misericordia University ("the University") has developed and uses and will be developing and using confidential and proprietary information in connection with its business.

"Confidential and proprietary information" includes, but is not limited to, information received by me during the course of my employment with regard to any personnel, operational methods, technical processes and other business affairs and methods, plans for future developments and other information which is not readily available to the public. This information was developed and will be developed by the

University at great expense and constitutes trade secrets of the University. To safeguard this confidential and proprietary information, the University has instituted policies and procedures to protect such information. In connection with my employment with the University, I understand that I will come into contact with such confidential and proprietary information.

I understand that confidential and proprietary information is vital to the success of the University and, in consideration of my employment by the University and the wages to be paid to me for my services, I agree as follows:

1. Confidential Information

I agree that during and after my term of employment with the University:

1.1 I shall keep secret all confidential and proprietary information and not reveal or disclose it to

anyone outside the University, except with the University's prior consent.

1.2 I shall not make use of any of such confidential or proprietary information for my own

purposes or the benefit of anyone other than the University; and

1.3 I shall deliver promptly to the college, upon the termination of my employment and at any

time the University may so request, all memoranda, notes, records and other documents (and all copies thereof) constituting or relating to such confidential and proprietary information

which I may then possess.

2. Enforcement

I agree that if I commit a breach of any of the provisions of paragraph 1, the University may have the right to enforce this Agreement in any court having equity jurisdiction. I acknowledge and agree that any such breach of this agreement by me will cause irreparable injury to the University and that money damages will not provide an adequate remedy to the University. In addition, the University shall have any other rights and remedies available at law or in equity.

3. Non-Disclosure

I understand that this agreement does not and will not prevent me from working for any other employer subsequent to the termination of my employment with the University as long as I do not use or disclose any such confidential or propriety information.

4. Intellectual proprietary

I agree that any and all further actions requested by the University at the expense of the University, to transfer title to the University to, and register in the name of the University, any and all intellectual property resulting, in whole or in part, from my services.

5. Pennsylvania Law

I understand that this agreement shall be governed by and construed in accordance with the laws of the

State of Pennsylvania.

I certify that I have read and understand each of the terms and conditions set forth in this Agreement and have been given an opportunity to consider its obligation and ask questions about it before signing.

AGREED TO AND ACCEPTED:

EMPLOYEE UNIVERSITY

Name: ______Name: ______

Signature: ______Title: ______

Date: ______Date: ______