Employee Non-Disclosure Agreement

This Employee Non-Disclosure Agreement (the “Agreement”) is entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Company”), and , residing at (the “Employee”). The Employee enters into this Agreement in consideration of, and as a condition of, employment or continued employment with the Company.

1. Definition of Confidential Information

“Confidential Information” means all non-public information of the Company or its clients, vendors, or partners that the Employee accesses, receives, or develops in connection with employment, in any form, including:

• Trade secrets, inventions, formulas, processes, source code, and technical data;
• Business, financial, marketing, and strategic plans, and pricing and cost information;
• Customer, prospect, supplier, and employee lists and related information;
• Product roadmaps, designs, research, and unpublished know-how; and
• Any other information that is marked confidential or that a reasonable person would understand to be confidential.

2. Exclusions

Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Employee; (b) was lawfully in the Employee’s possession without confidentiality obligation before disclosure by the Company; or (c) is independently developed by the Employee without use of or reference to Confidential Information.

3. Obligations of the Employee

The Employee will (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely to perform his or her duties for the Company; (c) not disclose Confidential Information to any person inside or outside the Company except those with a need to know who are bound by confidentiality obligations; and (d) take reasonable precautions to protect Confidential Information from unauthorized access, use, or disclosure.

4. Permitted Disclosures

If the Employee is required by law, subpoena, or court order to disclose Confidential Information, the Employee may do so, but will, to the extent legally permitted, give the Company prompt prior written notice and reasonable cooperation so the Company may seek protection. Nothing in this Agreement prohibits the Employee from reporting possible violations of law to a government agency or from making disclosures protected under the federal Defend Trade Secrets Act or other applicable whistleblower laws.

5. Term and Survival

The Employee’s obligations under this Agreement begin on the date of access to Confidential Information and continue during employment and for after termination of employment; provided that, with respect to any information that constitutes a trade secret, the obligations continue for as long as the information remains a trade secret under applicable law.

6. Return of Materials

Upon termination of employment, or earlier upon the Company’s request, the Employee will immediately return to the Company all materials, devices, and copies containing or derived from Confidential Information and will permanently delete any electronic copies in the Employee’s possession or control, certifying such return and deletion if requested.

7. Remedies

The Employee acknowledges that a breach of this Agreement may cause the Company irreparable harm for which monetary damages would be inadequate. Accordingly, the Company is entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

8. General

This Agreement does not alter the at-will nature of the Employee’s employment. It is governed by the laws of the State of TX. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. This Agreement is the entire agreement between the parties on its subject matter and may be amended only in a writing signed by both parties.

Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

Employee:

 

Date: