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

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




                           ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
                           WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
            ®




                           modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
                           risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other
                           kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
                           are not a substitute for the advice of your own attorney. Subject to our Terms of Service
                           (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
                           (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is
                           not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
                           Entire document Docstoc Inc. registered
                          © Copyright 2011© Docstoc, Inc., 2010, 2011document proprietary, copy not                             1

                                                                                                Attorney Drafted
             COMMISSION AGREEMENT WITH INDEMNITY PROVISION

THIS COMMISSION AGREEMENT (hereinafter called “Agreement”) is made as of ____
[Month] ____ [Date], 20____, by and between ______________________ [Instruction: Insert
the     name      of    company]    (“Company”),    with   its    principal    offices   at
___________________________________________ [Instruction: Insert the address of
company], and ___________________ [Instruction: Insert the name of agent] (“Agent”), with
its principal offices at _______________________________________________ [Instruction:
Insert the address of agent], (hereinafter referred to as “Party”, or, collectively, as the
“Parties”).

WHEREAS, Company is engaged in the business of marketing and sale of certain products
and/or services; and

WHEREAS, Agent desires to sell Company's such products and/or services in accordance with
the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the Parties hereto agree as follows:

1. Employment: [Instruction: Choose any one clause below] Company hereby appoints
   Agent as an authorized _________________, [Instruction: Choose the appropriate:
   exclusive or non- exclusive] independent representative to sell and promote, products and/or
   services provided by Company which are specified in Exhibit A (hereinafter referred to as
   “Services”), in the territories described in Exhibit A (hereinafter referred to as “Territory”).
   [Comment: Use this clause if you wish to appoint the Agent for selling and promoting
   specific goods.]

                                                   Or

   The Company appoints the Agent as its _________________ [Instruction: Choose the
   appropriate exclusive or non- exclusive] independent representative for the following
   purposes:

   ___________________________________________________________________________
   ___________________________________________________________________________
   ___________________________________________________________________________
   __________________________________________________________________________.
   [Comment: Use this clause if you wish to appoint the Agent to perform some specific
   duties.]

2. Independent Contractor: This Agreement shall not render Agent an employee, partner, or
   joint venturer with Company for any purpose. Agent is and will remain an independent
   contractor in his or her relationship with Company. Company shall not be responsible for
   withholding taxes with respect to Agent's compensation hereunder. Agent shall have no
   claim against Company hereunder or otherwise for vacation pay, sick leave, retirement



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   benefits, social security, worker's compensation, health or disability benefits, unemployment
   insurance benefits, or employee benefits of any kind.

3. Commission: For Agent's services, the Company shall pay Agent the following commission
   percentage: _______ (___ %) [Instruction: Insert the commission percentage, e.g., six (◊
   6%)] of Agent's total sales.

   ___________________________________________________________________________
   ___________________________________________________________________________
   __________________________________________________________________________.
   [Instruction: Provide additional details if necessary.]

4. Reimbursement: [Instruction: Choose any one clause below]

   As part of the compensation to Agent, Agent shall also be reimbursed for the following
   expenses:

   ___________________________________________________________________________

    [Instruction: Describe all expenses for which the Agent may be reimbursed.]

   Company shall not be obligated to reimburse Agent for any additional expenses incurred in
   the performance of services pursuant to this Agreement unless agreed in writing by Company
   in advance.

                                                   OR

   Agent shall bear any and all costs or expenses incurred during the performance under this
   Agreement.

5. Terms and Termination: [Instruction: Choose any one clause below]

   [Comment: Under this clause both Parties can terminate this agreement]

   This Agreement may be terminated by the written agreement of both Parties. In the event that
   either Party shall be in default of its material obligations under this Agreement and shall fail
   to remedy such default within ______ (__) [Instruction: Insert number of days, e.g., sixty
   (◊ 60)] days after receipt of written notice thereof, this Agreement shall terminate upon
   expiration of the ______ (__) [Instruction: Insert number of days, e.g., sixty (◊ 60)] days
   period.

                                                 OR

   [Comment: Under this clause parties can terminate this agreement after the completion
   of the term of this agreement]

   This Agreement shall commence as of the effective date and shall continue in full force and
   effect for a period of _______ (___) [Instruction: Insert number of years, e.g., four (◊4)]



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   years, and shall automatically renew for an additional _______ (___) [Instruction: Insert
   number of years, e.g., one (◊ 1)] year period, unless either Party provides written notice of
   non-renewal to the other party, not less than ______ (__) [Instruction: Insert number of
   days, e.g., sixty (◊ 60)] days prior to the expiration of term.

6. No Delegation: The rights and duties of Agent under this Agreement may not be assigned or
   delegated without prior written consent of Company.

7. Agreement Not to Compete: During the term hereof, Agent shall not, directly or indirectly,
   enter into, or in any manner take part in, any business, profession, or other endeavor, which
   competes with Company. Agent agrees that during the course of the Agreement and for a
   period of ___________ (___) [Instruction: Insert number of months, e.g., eighteen (◊ 18).
   Please note that valid and reasonable non-compete period varies from case to case basis
   however Pennsylvania Courts recognizes a period between one and two years] months
   immediately following the expiration or termination of the Agreement for any reason,
   whether with or without good cause or for any or no cause, at the option either Company or
   Agent, with or without notice, Agent will not compete with Company and its successors and
   assigns, without the prior written consent of Company.

8. Indemnity:

   a) Agent shall indemnify and hold Company, its affiliates, and their respective officers,
      directors, agents, and employees harmless of and from any and all claims or liability
      arising as a result of negligent, intentional, or other acts of Agent, its officers, directors,
      agents, and employees.

   b) Company shall indemnify and hold Agent, its officers, directors, agents, and employees
      harmless of and from any and all liability attributable solely to the negligent, intentional,
      or other acts of Company.

9. Warranty Against Prior Existing Restrictions: Agent represents and warrants to Company
   that he/she is not a party to any agreement containing a non-competition clause or other
   restriction with respect to:

   a) The services that Agent is required to perform hereunder.

   b) The use or disclosure of any information directly or indirectly relating to Company’s
      business, or the services Agent is required to render pursuant hereto.

10. Trade Secrets: Agent recognizes and acknowledges that it is essential to Company to
    protect the confidentiality of its trade information:

   a) With respect to Company’s special business techniques, analyses of the market, forms,
      software programs, list of patrons, and all other information regarding manufacture or
      distribution of products, Agent acknowledges that all of such information:

          i.   Belongs to the Company.



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         ii.     Constitutes specialized and highly confidential information and is not generally

                 known in the industry.

        iii.     Constitutes trade secrets of Company.

   b) Agent thus agrees to act as a Trustee of such information and of any other confidential
      information that he/she acquires in connection with his or her association with Company.

   c) During the term hereof, and for three (◊3) [Instruction: Three years is a reasonable
      period under Pennsylvania precedents.] year thereafter, Agent shall not disclose such
      information to any person, firm, association, or other entity for any reason or purpose
      whatsoever, unless such information has already become common knowledge or unless
      Agent is required to disclose it by lawful judicial process. Agent shall immediately notify
      Company of any actual or suspected unauthorized use or disclosure of confidential
      information, and shall cooperate with Company in obtaining injunctive or other equitable
      relief and in any suit for damages. If Agent receives a subpoena or other legal process
      seeking disclosure of confidential information, Agent shall immediately notify Company
      and cooperate fully with Company in contesting such disclosure.

11. Notice: Any notice required or permitted under this Agreement or under state law shall be
    deemed sufficiently given or served if sent by United States certified mail, return receipt
    requested, addressed as follows:

   If to Company:                              _____________________________________

                                               _____________________________________

                                               _____________________________________

                                               _____________________________________


  If to Agent:                                 _____________________________________

                                               _____________________________________

                                               _____________________________________

                                               _____________________________________



    [Instruction: Insert addresses to be used to receive notice]

   Company and Agent shall each have the right from time to time to change the place notice is
   to be given under this paragraph by written notice thereof to the other party.




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12. Electronic Notice: (Optional) [Comment: Keep this clause if you would like to accept
    notice through emails]

   Both the Parties hereby agree to send and accept notices mentioned under section 11 through
   electronic emails. Below are email addresses s provided by both Parties for the purpose of
   sending and receiving notices:

   Company email               :               _____________________________________

   Agency email                :               _____________________________________

   [Instruction: Insert email addresses to be used to receive notice]

13. Severability: If any provision, paragraph, or subparagraph of this Agreement is adjudged by
    any lawful court to be void or unenforceable, in whole or in part, such adjudication shall not
    be deemed to affect the validity of the remainder of this Agreement. Any other provision and
    paragraph is declared to be separable from every other provision, paragraph, and
    subparagraph and constitutes a separate and distinct covenant.

14. Jurisdiction: The place of origin of this Agreement is the state of Pennsylvania, and it shall
    be governed in accordance with its laws. The lawful courts of the state of Pennsylvania shall
    be the forums for the resolution of any disputes arising hereunder. In the event that litigation
    results from or arises out of this Agreement or the performance thereof, the Parties agree to
    reimburse the prevailing party's reasonable attorney's fees, court costs, and all other
    expenses, whether or not taxable by the court as costs, in addition to any other relief to which
    the prevailing party may be entitled.

IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement on ____
[Month] ____ [Date], 20____ [Year]


For: COMPANY                                      For: AGENT



Signed:_______________________________ Signed:_________________________________

Name:                                             Name:

Title:                                            Title:

Date:                                             Date:




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                                            EXHIBIT A

[Instruction: Insert a description of the service provided and the territory in which they will
                                          be provided]


                    Services                                              Territory




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Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state

◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.

INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and      that      you     have      read     and     agree       to     our       Terms       of     Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal      advice,     and       the      important      content       available       here: Read       More
(http://www.docstoc.com/popterm.aspx?page_id=114)

"Docstoc is unable to and does not provide legal advice, and please further note that laws change and are
regularly amended, therefore, the names and section numbers of statutes within this document may not be
100% correct as they may be partially or wholly out of date and some relevant ones may have been omitted or
misinterpreted. You may wish to consult with your own attorney practicing in your state to confirm the
accuracy of statutory references."




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                             8
mployee 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 3, Chapter 53, Title 12 of 2010 Pennsylvania Code.


7.   GENERAL PROVISIONS:
           a. Governing Law; Consent to Personal Jurisdiction: THIS AGREEMENT
               WILL      BE    GOVERNED         BY     THE     LAWS       OF   THE   STATE    OF
               PENNSYLVANIA 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 PENNSYLVANIA FOR ANY LAWSUIT
               FILED THERE AGAINST                 THE EMPLOYEE BY THE COMPANY
               CONCERNING THE              EMPLOYMENT OR              THE TERMINATION OF




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               EMPLOYMENT           OR     ARISING       FROM       OR    RELATING        TO    THIS
               AGREEMENT OF THE EMPLYOEE.


           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.




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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,
   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]




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                   15
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state

◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.

INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and      that      you     have      read     and     agree       to     our       Terms       of     Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal      advice,     and       the      important      content       available       here: Read       More
(http://www.docstoc.com/popterm.aspx?page_id=114)

"Docstoc is unable to and does not provide legal advice, and please further note that laws change and are
regularly amended, therefore, the names and section numbers of statutes within this document may not be
100% correct as they may be partially or wholly out of date and some relevant ones may have been omitted or
misinterpreted. You may wish to consult with your own attorney practicing in your state to confirm the
accuracy of statutory references."




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                             16
								
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