USA Employee Confidentiality and Proprietary Rights Agreement by Megadox


Protect your rights to employee-developed innovations with this Employee Confidentiality and Proprietary Rights Agreement for USA employers.
- This form of Agreement is particularly applicable for companies involved in areas of research and development.
- The employee agrees to keep all of the employer's confidential and proprietary information confidential.
- Any inventions, discoveries, improvements or products developed by the employee coming within the scope of the employer's business during the course of employment are the property of the employer.
- The employee assigns all right and interest in such inventions and improvements to the employer.
- The employee will indemnify the employer against all claims or damages arising out of a breach or misrepresentation by the employee.
- The employer's remedies against the employee shall include injunctive relief.
- The Agreement includes non-competition and non-solicitation provisions which will survive the termination of employment.
This USA Employee Confidentiality and Proprietary Rights Agreement is a downloadable legal form template which can be easily customized to meet your needs.

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									                                CONFIDENTIALITY AGREEMENT

       THIS AGREEMENT made and effective the ___ day of ___________, ______.


               EMPLOYEE an individual, residing at [city], [state]
               (hereinafter called the “Employee”),

                                                                                 OF THE FIRST PART


               EMPLOYER, a body corporate, incorporated pursuant to the laws of the
               State of _________________ (hereinafter called the “Employer”),

                                                                              OF THE SECOND PART


A.     Employer has employed or is about to employ the Employee in a position of trust and confidence
       where the Employee has or will have access to confidential and secret information with respect to
       the business, affairs, and operations of the Employer;

B.     Employer is the sole and absolute legal and beneficial owner of such confidential and secret

C.     Employee recognizes that as part of the duties of employment all inventions, discoveries, ideas,
       suggestions, and improvements of interest to Employer, conceived, made or developed by the
       Employee while the Employee is employed by Employer shall be assigned to Employer;

D.     Employer desires to receive from the Employee covenants relating to non-disclosure of the
       confidential and secret information, assignment of inventions, discoveries and improvements and
       non-competition, and the employment of the Employee by Employer is conditional on Employer
       receiving the covenants.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises, the
employment of the Employee or the continuation thereof, and the payment by Employer to the Employee
of the remuneration agreed on between the Employer and Employee, the parties hereto agree as follows:

                                ARTICLE ONE - INTERPRETATION

1.1    Definitions
Wherever used throughout this Agreement, unless there is something in the subject matter or context
inconsistent therewith:

(a)    “Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to
       any particular Article, Section or other portion hereof and include any Agreement or instrument
       supplemental or ancillary hereto and the expression “paragraph”, “Section” or Article” followed
       by a number means and refers to the specified paragraph, Section or Article of this Agreement;

(b)   “Confidential Information” means the following materials and information (whether or not
      reduced to writing or whether or not patentable or protectable by copyright which the Employee
      receives, received access to, conceived or developed in whole or in part, directly or indirectly, the
      connection with the Employee's employment with Employer or in the course of the Employee's
      employment with Employer in any capacity or through the use of any of Employer's facilities or

      (i)      the Intellectual Property;

      (ii)     such information as a director, officer or employee of Employer may from time to time
               designate to the Employee as being included in the expression “Confidential

      (iii)    production processes, marketing techniques and arrangements, mailing lists, purchasing
               information, pricing policies, quoting procedures, financial information, customer and
               prospect names and requirements, employee, customer, supplier and distributor data
               and other materials or information relating to Employer's business and activities and the
               manner in which Employer does business;

      (iv)     discoveries, concepts, and ideas including, without limitation, the nature and results of
               research and development activities, processes, formulas, inventions, technology,
               techniques, “know-how” designs, drawings and specifications;

      (v)      any other materials or information related to the business or activities of Employer which
               are not generally known to others engaged in similar businesses or activities;

      (vi)     all ideas which are derived from or related to the Employee's access to or knowledge of
               any of the above enumerate materials and information.

      (vii)    all computer programs including algorithms, specifications, flow charts, listings, source
               and object codes either owned by Employer or to which Employer has access and wishes
               to keep confidential;

      (viii)   all information relating to computer programs now existing or currently under
               development; and

      (ix)     customer lists and records.

      The Employee acknowledges that the foregoing is intended to be illustrative and that other
      Confidential Information may currently exist or arise in the future and that the failure to mark
      any of the Confidential Information as confidential, proprietary or “Confidential Information”
      shall not affect its status as part of the Confidential Information under the terms of this

(c)   “Intellectual Property” means all registered and unregistered patents, copyrights, industrial
      designs and trade marks and all trade names, secret processes, trade secrets, engineering, design,
      process and operating information, inventions, developments, patent, trade mark, industrial
      design and copyright applications, technical data and other scientific and technical information
      relating to any process or method now owned or controlled by Employer relating in any way to
      electronic bulletin board services and electronic mail services;

(d)     “Person” means an individual, a corporation, a partnership, a trustee or an unincorporated
        organization; and words importing persons have a similar meaning.

1.2     Extended Meanings
Words importing the singular number include the plural and vice versa and words importing the
masculine gender include the feminine and neuter genders and vice versa and words importing persons
shall include individuals, partnerships, associations, trusts, unincorporated organizations and
corporations and vice versa.

1.3     Headings
The division of this Agreement into Articles, Sections and paragraphs and the insertion in this Agreement
of headings are for convenience of reference only and shall not affect the construction or interpretation of
this Agreement.

1.4     Applicable Law
This Agreement shall be interpreted in accordance with the laws of the State of _____________.

1.5     Time of Essence
Time shall be of the essence in this Agreement.

1.6     Entire Agreement
This Agreement constitutes the entire agreement between the parties and contains all of the
representations, undertakings and agreements of the respective parties concerning the subject matter
hereof. There are no verbal representations, undertakings or agreements between the parties of any kind
concerning the subject matter hereof.

                          ARTICLE TWO - TREATMENT OF INFORMATION

2.1     Acknowledgments
(a)     Employer and the Employee acknowledge and agree that the relationship between them is one of
        mutual trust and reliance.

(b)     The Employee acknowledges that, in and as a result of the Employee's employment by Employer,
        the Employee shall have access to, be making use of, acquiring or adding to information and
        knowledge, including the Confidential Information, relating to all aspects of the business of
        Employer, which are confidential to and the exclusive property of Employer, the disclosure of
        any of which to Employer's competitors, customers, or the general public will be highly
        detrimental to the best interests of Employer.

(c)     The Employee acknowledges that the business of Employer cannot be properly protected from
        adverse consequences of the actions of the Employee other than by the restrictions set forth in this

2.2     Confidentiality
(a)     As material inducement to Employer to employ or to continue to employ the Employee and to
        pay to the Employee compensation for such services to be rendered to Employer by the Employee
        (it being understood and agreed by the parties that the compensation shall also be paid and
        received in consideration), the Employee agrees that the Employee shall not, except with the prior
        written consent of Employer, which may be unreasonably withheld, or except if the Employee is
        acting as an employee of Employer solely for the benefit of Employer in connection with

      Employer's business and in accordance with Employer's business practices and employment
      policies, at any time during or following the term of the Employee's employment by Employer,
      directly or indirectly deal with, exploit, disclose, divulge, reveal, report, publish, transfer or use
      for any purpose any of the information, including the Confidential Information, which has been
      obtained or disclosed to the Employee as a result of the Employee's employment by Employer to
      any person or entity. Disclosure or use of the Confidential Information by the Employee in breach
      of this Agreement shall be deemed to cause Employer irreparable harm for which damages are
      not an adequate remedy.

(b)   The Employee will not manually or mechanically copy or otherwise reproduce the Confidential
      Information, and in the event the Employee ceases for any reason to be employed by Employer,
      the Employee agrees forthwith upon this termination to return to Employer every copy of any
      Confidential Information (including all notes, records drawings, flowcharts, descriptions,
      manuals, other papers, tapes, computer discs and any other media which contain any such
      Confidential Information) in the possession or under the control of the Employee at that time or
      shall destroy such Confidential Information and copies as directed by Employer and furnish
      proof of their destruction. In the event of a loss of any item containing such Confidential
      Information, the Employee shall promptly notify Employer in writing.

(c)   The Employee represents and warrants that any information disclosed by the Employee to
      Employer is not confidential or proprietary to the Employee.

2.3   Proprietary Rights
(a)   Any inventions, discoveries, ideas, suggestions or improvements of any character pertaining to
      the industry, or coming within the scope of the business of Employer, conceived, made or
      developed by the Employee while in the employ of Employer (whether or not conceived, made or
      developed during the Employee's regular working hours or whether or not the Employee is
      specifically instructed to develop the same) or during the three (3) years immediately following
      the termination thereof shall be for the benefit of Employer and shall be considered to
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