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 Tennessee in order to protect their confidential information and intellectual property.
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 Tennessee in order to protect their confidential information and intellectual property. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. 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All Rights Reserved 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 _____________ [Instruction: Insert the County/Counties] county/counties, in the State of Tennessee. 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 Tennessee. 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 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 Tennessee 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 Tennessee FOR ANY LAWSUIT FILED THERE AGAINST © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 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] _________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 [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] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 Exhibit A [Instructions: Insert all Inventions previously owned by Employee, not covered by this Agreement] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10 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] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 11
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