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Minnesota Employee Confidentiality, Non-Compete, and Invention Assignment Agreement

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This Employee Confidentiality, Non-Compete, and Invention Assignment Agreement is used by companies to keep company information confidential, protect intellectual property rights, and prevent employees from working for competitors within a certain time frame. This agreement defines what information is confidential or trade secrets and restricts its use for the benefit of the company. It also restricts employees from working for a competitor for a certain time period and within a geographical area. The agreement assigns to the company intellectual property rights in employees' inventions made in the course of their employment. This document should be used by companies located in Minnesota in order to protect their confidential information and intellectual property.

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									Docstoc Legal Agreements




                             This Employee Confidentiality, Non-Compete, and Invention Assignment Agreement is
                             used by companies to keep company information confidential, protect intellectual property
                             rights, and prevent employees from working for competitors within a certain time frame.
                             This agreement defines what information is confidential or trade secrets and restricts its use
                             for the benefit of the company. It also restricts employees from working for a competitor for
                             a certain time period and within a geographical area. The agreement assigns to the
                             company intellectual property rights in employees' inventions made in the course of their
                             employment. This document should be used by companies located in Minnesota in order
                             to protect their confidential information and intellectual property.
             ®




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        EMPLOYEE CONFIDENTIALITY, NON-COMPETE, AND INVENTION
                                 ASSIGNMENT AGREEMENT


THIS EMPLOYMENT CONFIDENTIALITY, NON-COMPETITION, AND INVENTION
ASSIGNMENT AGREEMENT (hereinafter termed as the "Agreement") is executed and
effective as of ____ [Month] ____ [Date], 20____ [Year] (hereinafter termed as the "Effective
Date"), by and between ____________________________ [Instruction: Insert the name of
company]          having         its       principle        place         of   business       at
_______________________________________ [Instruction: Insert the address of company]
(hereinafter termed as the “Company”) and _______________________________ [Instruction:
Insert the name of employee] residing at ____________________________ [Instruction:
Insert the address of employee] (hereinafter termed as the "Employee"), individually known as
“Party” and collectively known as “Parties”.


WHEREAS, the Employee acknowledges that the Company operates in a competitive
environment and that it enhances its opportunities to succeed by establishing certain policies,
including those included in this Agreement.


WHEREAS, this Agreement is designed to make clear that:
   a. the Employee will maintain the confidentiality of the trade secrets and confidential
       information of Company and those of third parties Company has agreed to maintain;


   b. the Employee will use the trade secrets and confidential information for the exclusive
       benefit of the Company;


   c. All inventions, discoveries, developments, designs, ideas, works of authorship,
       improvements, formulas, processes, techniques, know-how, and data (whether or not
       patentable or registerable under copyright or similar statutes) that the Employee creates
       will be owned by the Company;




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   d. the Employee’s prior and continuing activities separate from the Company will not
       conflict with the Company’s development of its proprietary rights; and


   e. when and if the Employee’s employment with the Company terminates, he or she will not
       use his prior position with the Company to the detriment of the Company.


NOW THEREFORE, in consideration of the premises and the mutual agreements and
covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Company and Employee it is hereby agreed
as follows:


1. CONFIDENTIAL INFORMATION:
   Confidential Information means private or confidential information, data or materials of
   Company, trade secrets, proprietary information and materials, and confidential knowledge
   and information which includes, but is not limited to, the matters of a technical nature (such
   as discoveries, ideas, concepts, designs, drawings, specifications, techniques, models,
   diagrams, test data, scientific methods and know-how, and materials such as reagents,
   substances, chemical compounds, sub-cellular constituents, cell or cell lines, organisms and
   progeny, and mutants, derivatives, or replications derived from or relating to any of the
   foregoing materials), and matters of a business nature (such as the identity of customers and
   prospective customers, the nature of work being done for or discussed with customers or
   prospective customers, suppliers, marketing techniques and materials, marketing and
   development plans, pricing or pricing policies, financial information, plans for further
   development, and any other information of a similar nature not available to the public and all
   such private or confidential information, data or materials) must be marked as "Confidential"
   or "Proprietary" to the disclosing party. However, for oral disclosures of information, data, or
   materials, the disclosing party may describe the disclosure within ________(___)
   [Instruction: Insert number of days notice, e.g. ten (10)] days [◊] thereafter in a written
   notice provided to Employee, referencing the time, date, and receiving individuals for the
   disclosure, at which point such described information, data, or materials become Confidential




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   Information of the disclosing party on a going forward basis from the date of receiving
   party's receipt of such letter.


2. CONFIDENTIALITY:
        a. Existence of Confidential Information: The Company owns and has developed and
              compiled, and will develop and compile, certain trade secrets, proprietary techniques
              and other Confidential Information which have great value to its business. This
              Confidential Information includes not only information disclosed by the Company to
              the Employee, but also information developed or learned by the Employee during the
              course of employment with the Company.


        b. Exclusions: Confidential Information shall not include information that:
         i.    was in Employee's possession or in the public domain before receipt from the
               Company, as evidenced by the then existing publication or other public
               dissemination of such information in written or other documentary form;


       ii.     becomes available to the public through no fault of Employee;


       iii.    is received in good faith by Employee from a third party who is not subject to an
               obligation of Confidentiality to the Company or any other party; or


       iv.     is required by a judicial or administrative authority or court having competent
               jurisdiction to be disclosed by Employee, provided that Employee shall promptly
               notify the Company and allow the Company a reasonable time to oppose or limit
               such order.


        c. Protection of Confidential Information: During and after his/her employment,
              Employee agrees to keep confidential, and not to disclose to any third party or to
              make any use of Confidential Information of the Company, except for the benefit of
              the Company and in the course of his employment with the Company. Employee also
              agrees not to remove or otherwise transmit Confidential Information or Inventions (as



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           defined below) from the premises or possession of the Company without the express
           prior written consent of an authorized representative of the Company. Employee also
           agrees to not publish the results of his work through literature or speeches, without
           submitting such literature or speeches to the Company at least ________(___)
           [Instruction: Insert number of days, e.g. Ten (10)] days [◊] before dissemination of
           such information for a determination of whether such disclosure may destroy trade
           secret status or be prejudicial to the interests of the Company or whether disclosure
           may constitute an invasion of its privacy. Employee acknowledges that he/she is
           aware that the unauthorized disclosure of Confidential Information of the Company
           may be highly prejudicial to its interests, an invasion of privacy, and an improper
           disclosure of trade secrets.


       d. Third Party Information: Employee recognizes that the Company has received and
           in the future will receive from third parties their confidential or proprietary
           information subject to a duty on the Company's part to maintain the confidentiality of
           such information and to use it only for certain limited purposes. Employee agrees to
           hold all such confidential or proprietary information in the strictest confidence and
           not to disclose it to any person, firm, or corporation or to use it except as necessary in
           carrying out work for the Company consistent with the Company's agreement with
           such third party.


       e. Proprietary Information or Trade Secrets of Others: Employee will not disclose
           to the Company, or use, or induce the Company to use, any proprietary information or
           trade secrets of others. Employee represents and warrants that he/she has returned all
           property and confidential information belonging to all prior employers. Employee
           further represents and warrants that Employee has no other agreements, relationships,
           or commitments to any other person or entity that conflict with Employee’s
           obligations to the Company under this Agreement.


       f. Disclosures Required by Law: In the event any Confidential Information is required
           to be disclosed by Law or order of any government authority having jurisdiction over



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           the receiving party (including as necessary for a party to assert a claim in a court of
           competent jurisdiction), before any such disclosure the receiving party will provide
           notice to the disclosing party reasonably sufficient to allow the disclosing party the
           opportunity to apply for a protective order or other restriction regarding such
           disclosure. In the event such Confidential Information is disclosed in such
           circumstances,    such Confidential       Information shall    continue to constitute
           Confidential Information in all other circumstances pursuant to this Agreement.


3. NON-COMPETITION AND NON-SOLICITATION:
       a. Non-Competition: Employee agrees not to, directly or indirectly, enter into, or in
           any manner take part in, similar business, profession, or other endeavor, which
           competes with the Company during the course of employment and for a period of
           __________ (___) year [Comment: The period after termination during which
           the employee cannot participate in similar business is not provided by the law
           and can be any reasonable number] thereafter, within the geographical limit of
           _____________ [Instruction: Insert the County/Counties] county/counties, in the
           State of Minnesota.


              i.   Customers: Solicit the trade or patronage of any customers or prospective
                   customers or suppliers of Company with respect to any technologies, services,
                   products, trade secrets, or other matters in which Company is actively
                   involved or becomes involved during the term of Employee's employment
                   with the Company; or


             ii.   Competitors: Engage in any business or employment, or aid or endeavor to
                   assist any third party, which is in competition with the products and/or
                   services of Company within the state of Minnesota.


       b. Non-Solicitation: Employee agrees not to, directly or indirectly, during the course of
           employment or for a period of ________ (___) [One (1)] year [Instruction: Insert
           the period during which the employee cannot solicit others] [◊] thereafter, solicit



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           or aid third parties to solicit any employee or consultant of Company to leave their
           employment or engagement with Company in order to accept employment of any
           kind with any other person, including, but not limited to, any firm, company,
           partnership, or corporation.


       c. Acknowledgement: Employee acknowledges that the scope, geography, and time
           restrictions of this provision are reasonable. The parties intend that this provision be
           enforced to the greatest extent permissible. Therefore, should a court of competent
           jurisdiction hold any portion of this provision to be invalid, this provision is deemed
           automatically amended to the extent made necessary by the court's opinion, and
           Employee agrees to execute any and all documents necessary to evidence such
           amendment. Further, in the event that Employee breaches this provision, then the
           time limitation of this provision is extended for a period of time equal to the period of
           time during which the breach occurred.


4.   INVENTIONS:
           a. Disclosure of Inventions: Employee promptly will disclose in writing to the
               Company all discoveries, developments, designs, ideas, works, improvements,
               inventions, formulas, processes, techniques, know-how, and data (whether or not
               patentable or registerable under copyright or similar statutes) made, conceived,
               reduced to practice, or learned by Employee (either alone or jointly with others)
               during the period of his employment, that are related to or useful in the business
               of the Company, or which result from tasks assigned to Employee by the
               Company, or from the use of premises owned, leased, or otherwise acquired by
               the Company. For the purposes of this Agreement, all of the foregoing is referred
               to as Inventions.


           b. Assignment/Ownership of Inventions: Employee acknowledges and agrees that
               all Inventions other than those listed in Exhibit A belong to and shall be the sole
               property of the Company and shall be Inventions of the Company subject to the
               provisions of this Agreement. Employee assigns to the Company all right, title,



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               and interest Employee may have or may acquire in and to all Inventions.
               Employee agrees to sign and deliver to the Company (either during or subsequent
               to his employment) such other documents as the Company considers desirable to
               evidence the assignment of all rights of Employee, if any, in any Inventions to the
               Company and the Company’s ownership of such Inventions.


           c. Power of Attorney: In the event the Company is unable to secure Employee’s
               signature on any document necessary to apply for, prosecute, obtain, or enforce
               any patent, copyright, or other right to protection relating to any Invention,
               whether due to mental or physical incapacity or any other cause, Employee
               hereby irrevocably designates and appoints the Company and each of its duly
               authorized officers and agents as his Agent and Attorney-in-Fact, to act for and in
               his behalf and stead to execute and file any such document and to do all other
               lawfully permitted acts to further the prosecution, issuance, and enforcement of
               patents, copyrights, or other rights or protections with the same force and effect as
               if executed and delivered by the Employee.


           d. Maintenance of Records: Employee agrees to keep and maintain adequate and
               current written records of all Inventions made by Employee (solely or jointly with
               others) during the term of his or her employment with the Company. The records
               will be in the form of a log, notes, sketches, drawings, and any other format that
               may be specified by the Company. The records will be available to and remain
               the sole property of the Company at all times.


           e. Patent and Copyright Registrations: The Employee acknowledges that the
               Inventions and any copyrights, patents, mask work rights, or other intellectual
               property rights relating thereto have been specially commissioned or ordered by
               the Company as "works made-for-hire" as that term is used in the Copyright Law
               of the United States, and that the Company is therefore to be deemed the author of
               and is the owner of all copyrights in and to such Inventions, and any works or
               authorship, copyrights, patents, mask work rights, or other intellectual property



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               rights relating thereto. Employee agrees to assist the Company, or its designee, at
               the Company's expense, in every proper way to secure the Company's rights in the
               Inventions and any copyrights, patents, mask work rights, or other intellectual
               property rights relating thereto in any and all countries, including, but not limited
               to, the disclosure to the Company of all pertinent information and data with
               respect thereto, the execution of all applications, specifications, oaths,
               assignments, and all other instruments which the Company shall deem necessary
               in order to apply for and obtain such rights and in order to assign and convey to
               the Company, its successors, assigns, and nominees the sole and exclusive rights,
               title and interest in and to such Inventions, and any copyrights, patents, mask
               work rights, or other intellectual property rights relating thereto. Employee
               further agrees that his obligation to execute or cause to be executed, when it is in
               his power to do so, any such instrument or papers shall continue after the
               termination of this Agreement. If the Company is unable because of the mental or
               physical incapacity of the Employee or for any other reason to secure the
               signature of the Employee to apply for or to pursue any application for any United
               States or foreign patents or copyright registrations covering Inventions or original
               works of authorship assigned to the Company as above, then the Employee
               hereby irrevocably designate and appoint the Company and its duly authorized
               officers and agents as the Employee’s agent and Attorney-in-Fact, to act for and
               on behalf of the Employee and stead, to execute and file any such applications.
               and to do all other lawfully permitted acts to further the prosecution and issuance
               of letters patent or copyright registrations thereon with the same legal force and
               effect as if executed by the Employee.




5.   TERMINATION OF EMPLOYMENT:
     a. Delivery of Documents and Data upon Termination of Employment: In the event of
        termination (voluntary or otherwise) of Employee’s employment with the Company,
        Employee agrees, promptly and without request, to deliver to and inform the Company of



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       all documents and data pertaining to his employment and the Confidential Information
       and Inventions of the Company, whether prepared by Employee or otherwise coming into
       his possession or control. Employee will not retain any written or other tangible material
       containing any information concerning or disclosing any of the Confidential Information
       or Inventions of the Company. In the event of the termination of employment, Employee
       agrees to sign and deliver the "Termination Certification" attached hereto as Exhibit B.


     b. Obligations of Employee after Termination of Employment: In the event of
       termination (voluntary or otherwise) of Employee’s employment with the Company,
       Employee agrees that he will protect the value of the Confidential Information and
       Inventions of the Company and will prevent their misappropriation or disclosure.
       Employee will not disclose or use to his benefit (or the benefit of any third party) or to
       the detriment of the Company any Confidential Information or Invention.


6.   INJUNCTIVE RELIEF:
       Because Employee’s breach of this Agreement may cause the Company irreparable harm
       for which money is inadequate compensation, Employee agrees that the Company will be
       entitled to injunctive relief to enforce this Agreement, without the posting of a bond,
       surety, or undertaking, in addition to damages and other available remedies, pursuant to
       Section 2, Chapter 325C of 2009 Minnesota Code.


7.   GENERAL PROVISIONS:
           a. Governing Law; Consent to Personal Jurisdiction: THIS AGREEMENT
               WILL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA
               WITHOUT REGARD FOR CONFLICT OF LAWS PRINCIPLES, EMPLOYEE
               HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION
               OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
               MINNESOTA FOR ANY LAWSUIT FILED THERE AGAINST THE
               EMPLOYEE BY THE COMPANY CONCERNING THE EMPLOYMENT OR
               THE TERMINATION OF EMPLOYMENT OR ARISING FROM OR
               RELATING TO THIS AGREEMENT OF THE EMPLYOEE.



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           b. Entire Agreement: This Agreement sets forth the entire agreement and
               understanding between the Parties relating to the subject matter herein and
               supersedes all prior discussions between them. No modification of or amendment
               to this Agreement, nor any waiver of any rights under this Agreement, will be
               effective unless in writing signed by the party to be charged. Any subsequent
               change or changes in Employees duties, salary, or compensation will not affect
               the validity or scope of this Agreement.


           c. Severability: If one or more of the provisions in this Agreement is deemed void
               by law, then the remaining provisions will continue in full force and effect and
               shall be interpreted so as best to effect the intent of the Parties hereto. The Parties
               further agree to replace any such void or unenforceable provision of this
               Agreement with a valid and enforceable provision that will achieve, to the extent
               possible, the economic, business, and other purposes of the void or unenforceable
               provision.


           d. Successors and Assigns: This Agreement will be binding upon the heirs,
               executors, administrators, and other legal representatives of the Employee and
               will be for the benefit of the Company, its successors, and its assigns.


           e. Construction: The language used in this Agreement will be deemed the language
               chosen by the Parties to express their mutual intent, and no rules of strict
               construction will be applied against either party.


           f. Counterparts: This Agreement may be executed in any number of counterparts,
               each of which shall be enforceable, and all of which together shall constitute one
               agreement.


8. EMPLOYMENT AT WILL: This Agreement is not an employment agreement. Employee
   understands that his employment and compensation can be terminated, with or without cause,



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   and with or without notice, at any time. Nothing contained in this Agreement shall limit or
   otherwise alter the foregoing.


IN WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and
year first set forth below; provided, however, that the Company executed this Agreement solely
for the purpose of entering into the covenants contained in Section 1.




COMPANY:
_________________________________                      ____ [Month] ____ [Date], 20____ [Year]
[Instruction: Insert the signature of company representative]


_________________________________
[Instruction: Insert company representative printed name]




EMPLOYEE:
_____________________________                           ____ [Month] ____ [Date], 20____ [Year]
[Instruction: Insert the signature of employee]


_________________________________
[Instruction: Insert employee printed name]




WITNESS:
_____________________________                          ____ [Month] ____ [Date], 20____ [Year[
[Instruction: Insert the signature of witness]


_________________________________
[Instruction: Insert witness printed name]




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                                             Exhibit –A
   Instructions: Insert all Inventions previously owned by Employee, not covered by this
                                            Agreement]




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                                             Exhibit –B
                              TERMINATION CERTIFICATION


I certify that I do not have in my possession, nor have I failed to return, any devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, other documents or property, or reproductions of any
aforementioned items belonging to ____________________________ [Instruction: Insert the
name of company], its subsidiaries, affiliates, successors, or assigns (together, the "Company").
I further certify that I have complied with all the terms of the Company's Employment,
Confidential Information and Invention Assignment signed by me, including, but not limited to,
the reporting of any Inventions and original works of authorship (as defined therein), conceived
or made by me (solely or jointly with others) covered by that agreement..


EMPLOYEE:
_____________________________                          ______ [Month] [____] Date, 20___ [Year]
[Instruction: Insert the signature of employee]
_________________________________
[Instruction: Insert employee printed name]




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