Employee Confidentiality,
Non-Compete, and
Invention Assignment
Agreement
ocstoc Legal Agreements
This Employee Confidentiality, Non-Compete, and Invention
Assignment Agreement can be used by Companies as a professional
restriction where the Employee agrees to keep Company information
confidential and that Employee inventions and ideas, related to the
business of the company, are owned by the Company and is also
intended to restrict Employees from working for competitors or
defined groups of competitors for a defined period of time.
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WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
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© Copyright 2011 Docstoc Inc. registered document proprietary, copy not
Entire document © Docstoc, Inc., 2010, 2011 1
Attorney Drafted
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 Tennessee.
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 Tennessee.
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 or
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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 1703, Chapter 25, Title 47 of 2010 Tennessee Code.
7. GENERAL PROVISIONS:
a. Governing Law; Consent to Personal Jurisdiction: THIS AGREEMENT
WILL BE GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE
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
TENNESSEE 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.
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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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