Interview / Candidate Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

company_name (the "Company"); and

candidate_name (the "Candidate").

The Company and the Candidate are each referred to herein as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, the Candidate is being considered for the position of position with the Company;

WHEREAS, during the interview and evaluation process, the Company may disclose to the Candidate certain confidential and proprietary information about the Company's business, products, technology, and operations;

WHEREAS, such disclosure is necessary to evaluate the Candidate's suitability for the position and to allow the Candidate to make an informed decision about potential employment; and

WHEREAS, the Company desires to protect the confidentiality of such information.

NOW, THEREFORE, in consideration of the Candidate's participation in the interview process and the Company's disclosure of Confidential Information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by or on behalf of the Company to the Candidate during the interview and evaluation process, whether disclosed orally, in writing, electronically, visually, or by observation during site visits or demonstrations, including without limitation:

(a) Product roadmaps, development timelines, unreleased features, and product strategy;

(b) Business strategy, go-to-market plans, competitive positioning, and market analyses;

(c) Technical information, including software architecture, algorithms, system designs, prototypes, and demonstrations;

(d) Financial information, including revenue figures, growth metrics, fundraising plans, and financial projections;

(e) Customer information, including customer names, key accounts, pipeline data, and customer metrics;

(f) Personnel information, including team composition, organizational structure, compensation ranges, and hiring plans;

(g) Information about the Company's internal culture, processes, tools, and methodologies; and

(h) Any other information designated as confidential or that a reasonable person would understand to be confidential in the context of an interview process.

1.2 Exclusions

Confidential Information shall not include information that the Candidate can demonstrate:

(a) Was publicly known and generally available prior to the time of disclosure;

(b) Becomes publicly known through no wrongful action of the Candidate;

(c) Was already known to the Candidate, without obligation of confidentiality, prior to disclosure by the Company; or

(d) Is independently developed by the Candidate without use of or reference to the Company's Confidential Information.

2. Non-Disclosure Obligations

2.1 Duty of Confidentiality

The Candidate agrees to:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose any Confidential Information to any person or entity, including without limitation friends, family members, current or prospective employers, colleagues, recruiters, social media contacts, or the public;

(c) Use the Confidential Information solely for the purpose of evaluating the employment opportunity with the Company and not for any other purpose;

(d) Not post, publish, blog, tweet, or otherwise share any Confidential Information on any social media platform, website, forum, or other public or semi-public medium;

(e) Protect the Confidential Information using reasonable care; and

(f) Not copy, photograph, record, or otherwise capture any Confidential Information except with the Company's prior written consent.

2.2 Interview Content

The Candidate acknowledges that the content of interviews, technical assessments, case studies, presentations, and any other evaluation exercises are Confidential Information. The Candidate shall not disclose interview questions, assessment materials, or the substance of discussions to any person, including other candidates or online forums.

2.3 Site Visit and Demonstration Observations

If the Candidate visits the Company's offices, facilities, or is given access to demonstrations, prototypes, or internal systems during the interview process, the Candidate shall treat all observations, including but not limited to whiteboards, monitors, conversations, and physical materials, as Confidential Information.

3. Limited Disclosure to Advisors

Notwithstanding Section 2, the Candidate may disclose general, non-specific information about the employment opportunity to the Candidate's spouse or domestic partner, legal counsel, or financial advisor, provided that:

(a) Such disclosure is limited to what is reasonably necessary for the Candidate to make an informed decision about the employment opportunity;

(b) The Candidate does not disclose specific trade secrets, technical details, financial figures, customer names, or other sensitive Confidential Information; and

(c) The Candidate informs such persons of the confidential nature of the information and obtains their agreement to maintain its confidentiality.

4. Return of Materials

Upon the Company's request, or upon completion of the interview process (whether or not the Candidate receives or accepts an offer of employment), the Candidate shall promptly:

(a) Return to the Company all tangible materials containing or embodying Confidential Information, including documents, notes, and any copies thereof;

(b) Delete all electronic copies of Confidential Information from the Candidate's personal devices, email accounts, and cloud storage; and

(c) Confirm in writing, if requested, that all Confidential Information has been returned or destroyed.

5. No Obligation to Hire

Nothing in this Agreement shall be construed as:

(a) An offer or promise of employment;

(b) An obligation by the Company to continue the interview process;

(c) A guarantee that the Candidate will receive an offer of employment; or

(d) A contract of employment. If the Candidate is offered and accepts employment with the Company, the terms of employment shall be governed by a separate employment agreement.

6. No Non-Compete

For the avoidance of doubt, this Agreement is a non-disclosure agreement only. Nothing in this Agreement shall restrict the Candidate's ability to:

(a) Seek or accept employment with any other company, including competitors of the Company;

(b) Continue working in the Candidate's current role or industry; or

(c) Use the Candidate's general skills, knowledge, and experience.

The Candidate's sole obligation under this Agreement is to maintain the confidentiality of the Company's Confidential Information as defined herein.

7. Remedies

The Candidate acknowledges that any unauthorized disclosure of Confidential Information may cause irreparable harm to the Company. The Company shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond.

8. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date, regardless of whether the Candidate is offered or accepts employment with the Company. If the Candidate accepts employment with the Company, this Agreement shall be superseded by any confidentiality provisions in the employment agreement, to the extent such provisions are more restrictive.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for any Confidential Information constituting a trade secret, for so long as such information remains a trade secret under applicable law.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Company's principal place of business is located, without regard to its conflict of law principles. The Candidate consents to the exclusive jurisdiction of the state and federal courts located in such State.

10. General Provisions

10.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

10.2 Amendments

This Agreement may not be amended except by a written instrument signed by both Parties.

10.3 Severability

If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Waiver

No failure or delay by the Company in exercising any right hereunder shall operate as a waiver thereof.

10.5 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures for all purposes.

10.6 Reasonable Scope

The Candidate acknowledges that the restrictions in this Agreement are limited in scope and duration and are reasonable and necessary to protect the Company's legitimate business interests. The Candidate has had the opportunity to review this Agreement and consult with legal counsel before signing.

IN WITNESS WHEREOF, the Parties have executed this Interview / Candidate Non-Disclosure Agreement as of the Effective Date.

Company

company_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Candidate

candidate_name

Position Applied For: position

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]