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

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Missouri Employee Confidentiality, Non-Compete, and Invention Assignment Agreement Powered By Docstoc
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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 Missouri 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 the “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 the Company and those of third parties the 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;

   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 the Employee, it is hereby
agreed as follows:

1. CONFIDENTIAL INFORMATION:

   Confidential Information means private or confidential information, data or materials of the
   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


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   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 the Employee, referencing the time, date, and receiving individuals for the
   disclosure, at which point such described information, data, or materials become Confidential
   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 the 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 the Employee;

       iii.   is received in good faith by the 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 the Employee, provided that the 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, the
           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. The Employee
           also agrees not to remove or otherwise transmit Confidential Information or


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           Inventions (as defined below) from the premises or possession of the Company
           without the express prior written consent of an authorized representative of the
           Company. The 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. The
           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: The 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. The 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: The Employee will not
          disclose to the Company, or use, or induce the Company to use, any proprietary
          information or trade secrets of others. The Employee represents and warrants that
          he/she has returned all property and confidential information belonging to all prior
          employers. The Employee further represents and warrants that the Employee has no
          other agreements, relationships, or commitments to any other person or entity that
          conflict with the 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
          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: The 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


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           _____________ [Instruction: Insert the County/Counties] county/counties, in the
           State of Missouri. The Employee further agrees not to:

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

       b. Non-Solicitation: The 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 or aid third parties to solicit any employee or consultant of Company to leave
          their employment or engagement with the 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: The 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 the
          Employee agrees to execute any and all documents necessary to evidence such
          amendment. Further, in the event that the 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: The 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 the Employee (either alone or jointly with
              others) during the period of his/her employment, that are related to or useful in the
              business of the Company, or which result from tasks assigned to the 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: The 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



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               the provisions of this Agreement. The Employee assigns to the Company all right,
               title, and interest the Employee may have or may acquire in and to all Inventions.
               The Employee agrees to sign and deliver to the Company (either during or
               subsequent to his/her employment) such other documents as the Company
               considers desirable to evidence the assignment of all rights of the 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 the 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, the Employee
              hereby irrevocably designates and appoints the Company and each of its duly
              authorized officers and agents as his/her 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: The Employee agrees to keep and maintain adequate
              and current written records of all Inventions made by the Employee (solely or
              jointly with others) during the term of his/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
              rights relating thereto. The 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. The Employee
              further agrees that his/her obligation to execute or cause to be executed, when it is
              in his/her 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


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                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 the Employee’s employment with the Company,
        the Employee agrees, promptly and without request, to deliver to and inform the
        Company of all documents and data pertaining to his employment and the Confidential
        Information and Inventions of the Company, whether prepared by the Employee or
        otherwise coming into his/her possession or control. The 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, the Employee agrees to sign and deliver the "Termination
        Certification" attached hereto as Exhibit B.

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

6.   INJUNCTIVE RELIEF:

     Because the Employee’s breach of this Agreement may cause the Company irreparable harm
     for which money is inadequate compensation, the 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
     [STATUTE].

7.   GENERAL PROVISIONS:

            a. Governing Law; Consent to Personal Jurisdiction: THIS AGREEMENT
               WILL BE GOVERNED BY THE LAWS OF THE STATE OF Missouri
               WITHOUT REGARD FOR CONFLICT OF LAWS PRINCIPLES, THE
               EMPLOYEE HEREBY EXPRESSLY CONSENTS TO THE PERSONAL
               JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
               THE STATE OF Missouri FOR ANY LAWSUIT FILED THERE AGAINST



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               THE EMPLOYEE BY THE COMPANY CONCERNING THE EMPLOYMENT
               OR THE TERMINATION OF EMPLOYMENT OR ARISING FROM OR
               RELATING TO THIS AGREEMENT OF THE EMPLOYEE.

           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 the Employee’s 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. The
   Employee understands that his/her employment and compensation can be terminated, with or
   without cause, 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]

_________________________________


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[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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Description: 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 Missouri in order to protect their confidential information and intellectual property.
This document is also part of a package Essential Missouri Legal Documents 145 Documents Included