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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.
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.
CONFIDENTIALITY AGREEMENT THIS AGREEMENT made and effective the ___ day of ___________, ______. BETWEEN: EMPLOYEE an individual, residing at [city], [state] (hereinafter called the “Employee”), OF THE FIRST PART and EMPLOYER, a body corporate, incorporated pursuant to the laws of the State of _________________ (hereinafter called the “Employer”), OF THE SECOND PART WHEREAS: 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 information; 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; -2- (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 resources: (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 Information”; (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 Agreement. (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; -3- (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 Agreement. 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 -4- 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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