APPENDIX VI: EMPLOYEE CONFIDENTIALITY AND NON-DISCLOSURE

AGREEMENT

This is a non-disclosure agreement entered into by and between Zimbabwe Health

Interventions (ZHI) (as the employer) and ... ……………………(as the employee) for the
purpose of preventing the unauthorized disclosure of Confidential Information as defined
below.

1. Definition of Confidential Information

For the purposes of this Agreement, the term "confidential information" shall mean all of the
information and all of the following materials (whether or not reduced to writing and whether
or not patentable or protected by copyright) which Employee receives, receives access to,
conceives or develops or has received, received access to, conceived or developed, in whole or
in part, directly or indirectly, in connection with Employee's employment with ZHI or in the
course of Employee's employment with ZHI, in any capacity, or through the use of any of ZHI
’s facilities or resources, including:
(i) any data, material, and / or information that is owned by or used by ZHI, its clients and / or
its donors, to the extent such information is of value to ZHI and is not generally known by
the public; any information pertaining to the identity of any of ZHI’s clients, sponsors, or
suppliers; information held by ZHI under an obligation of confidentiality; ZHI’s financial
statements, data and projections; and the special products and services ZHI may offer or
provide from time to timeto its clients and sponsors;

(ii) all data, devices, documents, techniques, processes and information, including, without
limitation, protocols and other documents in whatever form, disclosed to ZHI or developed
or utilized by ZHI in connection with clinical trials, other research or testing, education,
technical assistance or servicedelivery;

(iii) any other materials or information related to the business or activity of ZHI which are not
generally known to others engaged in similar business or activity, as well as all ideas which
are derived from or relate to ZHI's access to or knowledge of any of the above enumerated
materials and information.

2. Exclusions. The parties obligations under this Agreement do not extend to information that
is: (i) publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of employee; (ii) discovered or created by employee before disclosure by
ZHI, and vice versa.

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3. Obligations
3.1 The employee acknowledges that during the course of his/her employment, service,
interaction and association, he/she will have access to information, whether oral, written,
electronic, audio, visual or in any other media of storage of information whatsoever and
shall hold and maintain the Confidential Information in strictest confidence for the sole and
exclusive benefit of ZHI.
3.2 During the period of employment, service, interaction or association with ZHI and for five
years
3.3 after such employment, service, interaction or association for whatsoever reason, the
employee hereby promises, agrees and undertakes to hold the above confidential and
sacred, save as specifically instructed by ZHI, and not to:

3.3.1 Release, share or reproduce the Information in any format whatsoever, whether in
person orthrough a third party or third parties
3.3.2 Share the information in any form of media whatsoever, or any format
3.3.3 Allow, whether intentionally or negligently access to the information by a third party
or thirdparties
3.3.4 Discuss the aforementioned information with any third parties or
3.3.5 Use the information in any manner whatsoever other that as instructed by ZHI

4. The employee acknowledges that any breach of clause 3 and its sub-clauses shall be
considered as act(s) inconsistent with the employment conditions which is a serious offence
and appropriate disciplinary action will be taken against the employee.

Employee Signature: ………………………………

Date: ………………………………………………..

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