Work For Hire NDA by malcolmfrancis1


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In consideration of and as a condition to my prospective or continued engagement by (YOUR
NAME) here out known as (the "Company") of the undersigned ______________________
("Developer"), it is understood and agreed in this Agreement (the "Agreement") as follows:

1.      Confidential Information:

                 Developer understands that during the course of his or her engagement by the Company
Developer will have access to information and materials that the Company considers proprietary and/or
confidential (“Confidential Information”). Confidential Information shall include, but is not limited to, all
information acquired by the Developer in the course of his employment in any way concerning any
existing services, hardware and software products and hardware and software in various stages of
research and development, plans, projects, activities, research, know-how, trade secrets, trade practices,
clients, customers, specifications, drawings, sketches, models, samples, proprietary data, client or
customer lists, technology, documentation relating to software or computer systems, source code, object
code methodologies, product development, distribution plans, contractual arrangements, profits, sales,
pricing policies, operational methods, technical processes, business policies, practices and other business
affairs and methods, plans for future developments and other technical, business and financial
information, and information received from third parties that the Company is obligated to treat as
confidential or proprietary, which can be communicated by any means whatsoever, including without
limitation oral, visual, written and electronic transmission. Developer understands that the foregoing is
not an exhaustive list and that Confidential Information will also include any other information or
materials identified as confidential or proprietary or which Developer knows or has reason to know has
such status. Provided, however, that Confidential Information shall not include information that is or
becomes publicly known through no breach of this Agreement by Developer, has been approved for
release by prior written consent of the Company, or has been disclosed pursuant to a requirement of a
government agency or of law.

2.      Non-Disclosure:

                Developer acknowledges that the Confidential Information was acquired and will
continue to be acquired by the Company at great expense and constitutes trade secrets of the Company,
and that irreparable injury will result to the company from unauthorized disclosure of Confidential
Information. Developer shall not use any Confidential Information or disclose, publish or otherwise make
available any Confidential Information to third parties at any time during or after the term of Developer’s
employment, except in pursuance of the business of the Company. Developer further agrees that all
Confidential Information, together with all notes and records relating thereto, and all copies, duplicates,
reproductions, facsimiles or excerpts thereof in Developer’s possession, are the exclusive property of the
Company and will be returned promptly to the Company upon the termination of Developer’s
employment. In addition, Developer agrees to return promptly to the Company upon the conclusion of


Developer’s employment (or at the Company’s option irretrievably destroy or erase)all reports, files,
memoranda, records and software, credit, and other physical or personal property which Developer
received or prepared in connection with Developer’s employment with the Company.

3.        Non-Solicitation:

                    For a period of two years following Developer’s separation from the Company for any
                    reason, Developer will not, directly or indirectly,

4.        Rights and Remedies:

                    (a)     Developer shall notify the Company immediately upon discovery of any
                    unauthorized disclosure of Confidential Information, use of Confidential Information
                    other than in pursuance of Developer's business relationship with the Company, or any
                    other breach of this Agreement by Developer, and will cooperate with the Company in
                    every reasonable way to help the Company regain possession of the Confidential
                    Information and prevent its further unauthorized use.

                    (b)    Developer agrees to indemnify and hold the Company harmless from and against
                    any and all damages, losses or expenses, including attorneys' fees, relating to any breach
                    by Developer of any of its obligations set forth in this Agreement.

                    (c)     The Company retains all rights and remedies afforded it under patent, copyright,
                    trade secret, trademark, and other laws of the United States and the states thereof, or any
                    applicable foreign countries, including without limitation any laws designed to protect
                    proprietary or confidential information.

5.        Work:

                 Any and all inventions, products, discoveries, improvements, processes, manufacturing,
marketing and service methods or techniques, formulae, designs, styles, specifications, data bases,
computer programs (whether in source code or object code), know-how, strategies and data, whether or
not patentable or registrable under copyright or similar statutes, made, developed or created by the
Developer in connection with Developer’s employment with the Company (whether alone or in
conjunction with others, and whether during regular hours of work or otherwise) during the period of
Developer’s employment by the Company (collectively, hereinafter referred to as "Inventions"), will be
promptly and fully disclosed by the Developer to an appropriate executive officer of the Company (other
than the Developer) and shall be the Company's sole and exclusive property and Developer shall have no
claims, interest or title to the Inventions, and the Developer will promptly (i) execute, sign and
acknowledge any document necessary to secure the Company's right, title and interest to the Inventions
(subject to any limitations set forth in Open Source Licensing Agreements to which Developer is a party);
(ii) deliver to an appropriate executive officer of the Company (other than the Developer) without any
additional compensation therefor, all papers, drawings, models, data, documents and other material
pertaining to or in any way relating to any Inventions made, dev
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