<commit_before>---
layout: markdown_page
title: "Contracts"
---
* [Disclaimer](#disclaimer)
* [PIAA for employee](#PIAA-employee)
* [PIAA for contractor](#PIAA-contractor)
* [GitLab Inc employee offer letter](#inc-employee)
* [GitLab BV employee offer letter](#bv-employee)
* [GitLab Inc contractor agreement](#inc-contractor)
* [GitLab BV contractor agreement](#bv-contractor)

## Disclaimer <a name="disclaimer"></a>
The sample agreements that are shown on this page are nothing more than that: samples.

## PROPRIETARY INFORMATION AND ASSIGNMENT AGREEMENT (Employee)<a name="PIAA-employee"></a>

This **Proprietary Information and Assigment Agreement** (“Agreement”) is made between **GitLab Inc.**, a Delaware corporation in the United States (the “Company”) and **[First name, Last Name]** (“Employee”), and effective as of **[Date]**.  
WHEREAS, the Company desires to employ or continue to employ Employee to render services to the Company and Employee desires to render such services;  
WHEREAS, as a material condition of and inducement for the Company sharing proprietary and confidential business relationships and information with Employee, and providing training and other resources to Employee, the Company requires Employee to execute, deliver, and comply with this Agreement; and  
WHEREAS, for other good and valuable consideration provided at this time and during Employee’s employment, the adequacy and receipt of which is hereby acknowledged by Employee, Employee and the Company agree: 

**1\. CONFIDENTIAL INFORMATION.** 

**A. Definition**. For purposes of this Agreement, “Confidential Information” means any proprietary information including, without limitation, all information in whatever form provided which  
(i) in any way relates to the past, present or future business affairs of Company or its affiliates or their respective customers,  
(ii) is maintained in confidence by the Company or its affiliates,  
(iii) might permit the Company or its affiliates or their respective customers to obtain a competitive advantage over competitors who do not have access to such information which is disclosed by Company or its affiliates to Employee,   
(iv) Employee learns from inspection of drawings, products, systems, software, parts or equipment, or   
(v) the Company or its affiliates has a legal obligation to treat as confidential or which the Company or its affiliates treats as proprietary or designates as confidential for internal use only, whether or not owned or developed by the Company or its affiliates;  including, without limitation, trade secrets, proprietary information, know-how, inventions, computer programs, computer code, technology, graphics, algorithms, engineering, formulas, processes, techniques, compositions of matter, sketches, drawings, models, diagrams, flow charts, apparatus, equipment, product specifications or designs, samples, product and service planning, client or customer lists, supplier lists, hardware configuration information, and information, research and development, business plans, business methods and processes, pricing and fee policies, information relating to operations, systems, security, merchandising, marketing, affiliate relations, products and product development, procurement requirements, business forecasts, financial and personnel data, and specialized knowledge, data or property concerning any idea, invention, discovery, process, program, services or products provided, used, developed, investigated, manufactured or considered by Company or its affiliates or any of their customers, whether commercial, experimental or patented, patentable, copyrightable or not. 

**B. Confidentiality Obligations**. During and after Employee's employment with the Company, Employee will  
(i) keep secret and retain in the strictest confidence all Confidential Information, and will not directly or indirectly use, divulge, publish or otherwise or disclose or any such Confidential Information to be disclosed to, or used for the benefit of, anyone outside of Company without Company's prior written consent,  
(ii) not use Confidential Information except in the course of performing Employee's duties for the Company or its affiliates and  
(iii) refrain from any action or conduct that might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the Confidential Information.  
Employee may use the Confidential Information solely to perform services for the benefit of Company.  Employee will take all other reasonable precautions to prevent any unauthorized disclosure of such Confidential Information and will treat all Confidential Information of Company with the same degree of care as Employee accords to its own confidential information, but in no case less than reasonable care.  Employee will abide by all policies or practices established by the Company to protect Confidential Information.  Employee will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information and will assist Company in remedying any such unauthorized use or disclosure.  Employee shall not reverse engineer, decompile, or disassemble any software or other Confidential Information for any reason other than providing services to the Company. 

**C. Exceptions**.  Employee's obligations under Section 1(B) with respect to any portion of the Confidential Information will not apply to any such portion which Employee can demonstrate:  
(i) was in the public domain at or subsequent to the time such portion was communicated to Employee by Company through no fault of Employee;  
(ii) was rightfully in Employee's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Employee by Company; or  <commit_msg>updated disclaimer<commit_after>---
layout: markdown_page
title: "Contracts"
---
* [Disclaimer](#disclaimer)
* [PIAA for employee](#PIAA-employee)
* [PIAA for contractor](#PIAA-contractor)
* [GitLab Inc employee offer letter](#inc-employee)
* [GitLab BV employee offer letter](#bv-employee)
* [GitLab Inc contractor agreement](#inc-contractor)
* [GitLab BV contractor agreement](#bv-contractor)

## Disclaimer <a name="disclaimer"></a>
These agreements are examples of the agreements that we currently use at GitLab. However, the terms and conditions of  an employee or 
contractor’s agreement will vary based on each employee or contractor’s specific circumstances. GitLab reserves the right to amend or 
change the sample agreements, as well as each employee or contractor’s actual agreement. The samples below are samples only — they are not 
valid as such and do not replace personalized signed agreements.

## PROPRIETARY INFORMATION AND ASSIGNMENT AGREEMENT (Employee)<a name="PIAA-employee"></a>

This **Proprietary Information and Assigment Agreement** (“Agreement”) is made between **GitLab Inc.**, a Delaware corporation in the United States (the “Company”) and **[First name, Last Name]** (“Employee”), and effective as of **[Date]**.  
WHEREAS, the Company desires to employ or continue to employ Employee to render services to the Company and Employee desires to render such services;  
WHEREAS, as a material condition of and inducement for the Company sharing proprietary and confidential business relationships and information with Employee, and providing training and other resources to Employee, the Company requires Employee to execute, deliver, and comply with this Agreement; and  
WHEREAS, for other good and valuable consideration provided at this time and during Employee’s employment, the adequacy and receipt of which is hereby acknowledged by Employee, Employee and the Company agree: 

**1\. CONFIDENTIAL INFORMATION.** 

**A. Definition**. For purposes of this Agreement, “Confidential Information” means any proprietary information including, without limitation, all information in whatever form provided which  
(i) in any way relates to the past, present or future business affairs of Company or its affiliates or their respective customers,  
(ii) is maintained in confidence by the Company or its affiliates,  
(iii) might permit the Company or its affiliates or their respective customers to obtain a competitive advantage over competitors who do not have access to such information which is disclosed by Company or its affiliates to Employee,   
(iv) Employee learns from inspection of drawings, products, systems, software, parts or equipment, or   
(v) the Company or its affiliates has a legal obligation to treat as confidential or which the Company or its affiliates treats as proprietary or designates as confidential for internal use only, whether or not owned or developed by the Company or its affiliates;  including, without limitation, trade secrets, proprietary information, know-how, inventions, computer programs, computer code, technology, graphics, algorithms, engineering, formulas, processes, techniques, compositions of matter, sketches, drawings, models, diagrams, flow charts, apparatus, equipment, product specifications or designs, samples, product and service planning, client or customer lists, supplier lists, hardware configuration information, and information, research and development, business plans, business methods and processes, pricing and fee policies, information relating to operations, systems, security, merchandising, marketing, affiliate relations, products and product development, procurement requirements, business forecasts, financial and personnel data, and specialized knowledge, data or property concerning any idea, invention, discovery, process, program, services or products provided, used, developed, investigated, manufactured or considered by Company or its affiliates or any of their customers, whether commercial, experimental or patented, patentable, copyrightable or not. 

**B. Confidentiality Obligations**. During and after Employee's employment with the Company, Employee will  
(i) keep secret and retain in the strictest confidence all Confidential Information, and will not directly or indirectly use, divulge, publish or otherwise or disclose or any such Confidential Information to be disclosed to, or used for the benefit of, anyone outside of Company without Company's prior written consent,  
(ii) not use Confidential Information except in the course of performing Employee's duties for the Company or its affiliates and  
(iii) refrain from any action or conduct that might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the Confidential Information.  
Employee may use the Confidential Information solely to perform services for the benefit of Company.  Employee will take all other reasonable precautions to prevent any unauthorized disclosure of such Confidential Information and will treat all Confidential Information of Company with the same degree of care as Employee accords to its own confidential information, but in no case less than reasonable care.  Employee will abide by all policies or practices established by the Company to protect Confidential Information.  Employee will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information and will assist Company in remedying any such unauthorized use or disclosure.  Employee shall not reverse engineer, decompile, or disassemble any software or other Confidential Information for any reason other than providing services to the Company. 

**C. Exceptions**.  Employee's obligations under Section 1(B) with respect to any portion of the Confidential Information will not apply to any such portion which Employee can demonstrate:  
(i) was in the public domain at or subsequent to the time such portion was communicated to Employee by Company through no fault of Employee;  
(ii) was rightfully in Employee's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Employee by Company; or  
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