Confdentiality and Loyalty

Agreement
THIS CONFIDENTIALITY AND LOYALTY AGREEMENT is entered into between
...................................................................... and CUBIC. As a condition of Employees
employment, or continued employment, with CUBIC. As used herein, Affiliates of the Company shall generally
refer to all current and future subsidiaries of CUBIC., and all other entities that CUBIC or one of its subsidiaries,
directly or indirectly, owns a controlling interest in, or is connected to through a common parent or controlling
interest holder, now or in the future.
1. Trade Secrets And Confidential Inforation. Employee acknowledges that the Company and/or its Affiliates
will proide Employee with access to !rade "ecrets, Confidential #nformation and proprietary documents applicable
to Employees position. !Trade Secrets" are information of special alue, not generally known to the public or
competitors, that the Company and/or its Affiliates hae taken steps to maintain as secret from persons other than
those selected by them. #Confidential Inforation# is information ac$uired by Employee in the course and scope
of his or her actiities for Company or its Affiliates that is designated or marked by Company or its Affiliates as
%confidential% or that Company or its Affiliates indicate through policies, procedures, or other instructions should not
be disclosed to anyone outside Company or its Affiliates e&cept through controlled means. 'egardless of the affect
on trade secret status, the controlled and limited disclosure of Confidential #nformation to business associates and
third parties for legitimate business purposes and the aailability of the Confidential #nformation to others outside
Company through independent inestigation and effort will not remoe it from protected status as Confidential
#nformation under this Agreement if Employee was first entrusted with the Confidential #nformation while employed
with Company or its Affiliates or a business ac$uired by Company or its Affiliates. (ithout limitation, some e&amples
of protected Confidential #nformation and/or !rade "ecrets under this Agreement are business systems, sales
planning and e&ecution processes, and proprietary software of the Company )including, without limitation, third party
software licensed to or customi*ed for Companys use+, the information,gathering techni$ues and processes of
Company and its affiliates, internally created client lists and associated sales data and pricing arrangements, and
the Companys strategic plans, financial and personnel records. All customer lists, compilations of names and
contact information regarding customers and prospectie customers maintained, used, or proided to Employee in
the course of his or her employment with Company or its Affiliates will be considered the e&clusie property of the
Company and/or the Affiliate related to it and will not be copied, used for the benefit of another person or entity, or
proided to another person or entity, without the written consent of the Company or applicable Affiliate. A protected
item may be both a !rade "ecret and Confidential #nformation, but need not be both to be protected under this
Agreement. All !rade "ecrets and Confidential #nformation are considered property of the Company and/or its
Affiliates.
Employee agrees not to use Confidential #nformation or !rade "ecrets )collectiely -roprietary #nformation+ for the
benefit of a competing person or entity, not to use -roprietary #nformation to diert business away from Company or
its Affiliates, not to disclose -roprietary #nformation to unauthori*ed third parties, and not to use -roprietary
#nformation in any way that is likely to cause harm to the Company or its Affiliates or damage the alue of this
information to Company or its Affiliates. Inforation or aterial t$at is intentionall% ade &'(lic (% t$e
Co&an% or a't$ori)ed for *eneral &'(lic disclos're is not co+ered (% t$is A*reeent.
,. Handlin* of Co+ered Ites. All documents, discs, and recordings of any kind containing information and material
coered by -aragraph . shall remain the e&clusie property of the Company and/or its Affiliates, and shall not be
remoed by Employee from the premises of the Company without the prior consent of the Company or its Affiliates.
#f remoed from the Company premises by consent, such information and material will only be used by Employee for
the benefit of the Company and its Affiliates in the ordinary course of business actiities for the Company and its
Affiliates. All documents, recordings and information coered by -aragraph . are, and shall continue to be, the
property of the Company and its Affiliates, and shall, together with all copies thereof, be returned to the Company
immediately upon the termination of the Employee/s employment with the Company or earlier if so re$uested.
-. E&lo%ee.s D't% of Lo%alt%. Employee agrees to aoid actiities that create a conflict of interest with the
Company or its Affiliates. Employee agrees that during employment with the Company, Employee will remain loyal to
the Company and its Affiliates and will not pursue, participate in, assist, or take any action designed to aid a person
or entity engaging in, any business that competes with the Company or its Affiliates without e&press written approal
from Company to do so. And, Employee agrees that he/she will not, without written authori*ation from the Company,
diert business to a competing company, disparage the Company or its Affiliates to any third party, or knowingly
withhold information from the Company regarding a aluable business opportunity.
/. Interference 0it$ E&lo%ent Relations$i&s. 0uring employment and for twele ).1+ complete calendar
months thereafter, Employee will not participate, directly or indirectly, in soliciting or hiring away any employees or
e&clusie independent contractors of Company or its Affiliates, or encourage or induce any such indiiduals to
terminate their relationship with the Company or its Affiliates, unless e&pressly authori*ed in writing by Company to
do so.
1. Ad+ance Notice and Resol'tion Conference Re2'ireent. Employee and Company agree that there is a
substantial likelihood that if Employee went to work for a competing business that this competing work would
ineitably inole some use or disclosure of -roprietary #nformation that would cause Company or its Affiliates
irreparable harm. Accordingly, before going to work for a competing business, Employee will gie Company .2
working days adance notice and a complete description of his/her duties in this new position. Employee will meet
with a Company representatie and a neutral mediator )if the Company elects to retain one at its e&pense+ to
address any disputes between them if re$uested by Company. Company need not make such a re$uest to presere
its rights. A failure to comply with the foregoing by Employee will 3ustify )a+ an in3unction barring Employee from
going forward with actie employment with the competing business until such time as any re$uested conference
can be held, or for such longer time as the Court or arbitrator may deem necessary, and )b+ an award against
Employee of attorneys fees and costs incurred by Company in haing to secure such in3unction. !he parties agree
that this paragraph is designed, in part, to aoid the irreparable damage caused by Employee surreptitiously going
to work for a competing business, and the often unnecessary legal costs incurred by the parties when such
behaior occurs.
3. Reedies. #n the eent of breach or threatened breach by Employee of any proision of this Agreement, the
Company shall be entitled to )i+ in3unctie relief by temporary restraining order, temporary in3unction, or permanent
in3unction, )ii+ recoery of all attorney/s fees and costs incurred by the Company in obtaining such relief, and )iii+ any
other legal and e$uitable relief to which it may be entitled, including any and all monetary damages which the
Company may incur as a result of said breach or threatened breach or iolation.
4. Miscellaneo's. All rights and priileges of the Company created by this Agreement may be assigned by the
Company, and in the eent the Company should merge into another entity, transfer its assets to another entity, or
diide its assets among a number of other entities, this Agreement shall continue in full force and effect with regard
to the suriing entity. !his Agreement is binding on Employees heirs, e&ecutors, and assigns. #f any proision
contained herein is deemed to be oid, illegal or unenforceable, for any reason, then the Agreement shall be
construed as if such proision was omitted, and the remainder of the Agreement will continue in full force and effect.
!he waier by any party hereto of a breach of any proision of this Agreement shall not operate as a waier of any
subse$uent breach. !his Agreement may not be modified e&cept through a written agreement signed by both
parties. !he Contract Act 154,, will control the interpretation and application of this Agreement, enue and
3urisdiction in 4angladesh. 5othing herein alters any prior agreement regarding the employment,at,will nature of
Employees relationship with the Company, or any other agreements between the parties oer sub3ects not directly
addressed herein.
#/e read and understand this confidentiality and 6oyalty Agreement. # accept eery points of this paper to 3oin with
C'(ic.
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Cubic, 89/:,'oad,;8,"hyamoly, .1;< 0haka, 4angladesh.
(ebsite7 www.cubicbd.com