Nondisclosure Agreement - Capella Education Co.
NONDISCLOSURE AGREEMENT
Capella Education Employee ("Capella") and ______________ ("Employee")
enter into this NONDISCLOSURE AGREEMENT (the "Agreement") effective
_______________ upon the following terms and conditions:
1. PURPOSE OF AGREEMENT. Capella desires to disclose to the Employee,
today and in the future, details about Capella's financing plans (the
"Project"). These disclosures by Capella are made so that the Employee can
properly perform the duties of his or her position. The parties recognize that,
in the course of disclosures relating to the Project, Capella will disclose to
Employee information that Capella considers to be confidential information.
Accordingly, Capella and Employee enter into this Agreement regarding their
rights and responsibilities with respect to such information.
2. DESIGNATION OF CONFIDENTIAL INFORMATION. For purposes of this
Agreement, "Confidential Information" means any information provided by Capella
to Employee related to Capella's financing arrangements, however manifested or
communicated, that (a) Capella designates in writing as "Confidential
Information," (b) Capella otherwise notifies Employee that the information is
confidential, proprietary, or trade secret information of Capella, or (c)
Employee understands or should understand reasonably is Confidential Information
of Capella. "Confidential Information" includes, without limitation, financial
data and projections, analyses, regulatory filings, data and other information
related to Capella's financing arrangements.
3. RESTRICTIONS ON USE OF CONFIDENTIAL INFORMATION. Subject to the terms
and conditions of this Agreement, Employee agrees that he/she will use
reasonable efforts to maintain the secrecy of Confidential Information disclosed
to him/her by Capella and that he/she will not use for his/her own benefit or
disclose to a third party any Confidential Information except as may be
necessary to carry out his or her duties with respect to the Project.
4. EXCEPTIONS TO RESTRICTIONS. The restrictions relating to Confidential
Information in this Agreement will cease to apply to 5 years after the date of
this Agreement. Nothing in this Agreement prohibits Employee from disclosing
Confidential Information under a court order; provided, however, that before
disclosing Confidential Information under a court order, Employee must give
written notice to Capella that the court order has been issued.
5. RETURN OF INFORMATION. Upon the written request of Capella, Employee
must return to Capella, or certify that he/she has destroyed, all tangible
Confidential Information in his/her possession, including all copies.
6. MISCELLANEOUS. This Agreement is governed by and construed in
accordance with the laws of Minnesota, without regard to principles of conflicts
of law. This Agreement contains the entire and only agreement between the
Capella and Employee relating to the subject matter of this Agreement and
supersedes and merges in this Agreement any prior promises, agreements or
understandings between the parties with respect to the subject matter of this
Agreement. No provision of this Agreement may be deemed modified, amended,
waived or revoked except in a writing signed by both Capella and Employee.
CAPELLA EDUCATION COMPANY _____________ -- EMPLOYEE
__________________________________ _________________________
Print Name:_______________________