VIEWS: 2,083 PAGES: 6 CATEGORY: Employee Confidentiality Agreements POSTED ON: 7/2/2009
This is an agreement between a company and its employee providing that any sensitive information the employee learns through the course of the employee's employment will remain confidential and that the employee is prohibited from sharing this information with the public. Confidential information includes trade secrets, patents, profits, revenue, technical information, trademarks and other proprietary information. Additionally, this agreement grants the company with all of the intellectual property rights of any work related product created by the employee. This document is ideal for small businesses and other entities that want to limit exposure of their proprietary information by their employees.
This is an agreement between a company and its employee providing that any sensitive information the employee learns through the course of the employee's employment will remain confidential and that the employee is prohibited from sharing this information with the public. Confidential information includes trade secrets, patents, profits, revenue, technical information, trademarks and other proprietary information. Additionally, this agreement grants the company with all of the intellectual property rights of any work related product created by the employee. This document is ideal for small businesses and other entities that want to limit exposure of their proprietary information by their employees. © C o p yr ig ASSIGNMENT OF WORK PRODUCT AND ht CONFIDENTIALITY AGREEMENT Bi z T THIS ASSIGNMENT OF WORK PRODUCT AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is effective as of _________ [DATE], by and between re ___________________________ [COMPANY NAME] (the “Employer” or the “Company”), a e ________ _______________________ [STATE] [TYPE OF ENTITY] and In __________________________ [EMPLOYEE NAME] (the "Employee"), (hereinafter c. collectively referred to as the “Parties”). 2 0 0 Recitals 8. WHEREAS, Employee wishes to work for Employer; A ll WHEREAS, Employer wishes to hire Employee; ri g WHEREAS, each of Employer and Employee recognize that Employee’s position at the ht Company shall expose Employee to certain Confidential Information (as defined below); s re NOW THEREFORE, each of Employer and Employee wish to enter into this Agreement on the se terms and conditions set forth below: rv e Terms d. P 1. DUTY OF LOYALTY AND BEST EFFORTS ro te The Employee shall devote the Employee's best efforts and substantially all of the Employee's ct working time to performing his/her duties on behalf of Employer. The Employee shall provide e services during the hours that are scheduled by Employer. The Employee shall be prompt in d reporting to work at the assigned time. b y 2. CONFIDENTIALITY th e A. Exposure. Employee understands that in performance of [HIS/HER] job duties with the co Employer, Employee may be exposed to the Employer’s trade secrets, patents, and other p proprietary information (collectively, the “Confidential Information”). yr ig B. Definition. For the purposes of this Agreement, “Confidential Information” shall mean ht any and all information or material that is commercially valuable to Employer and not la generally known in the industry. This shall include, but shall not be limited to: w s i. Any and all versions of the Employer's Internet website or software of systems (including source code and object code), hardware, firmware and th documentation; e U ni te d © Copyright 2013 Docstoc Inc. 2 St at es & ii. Technical information concerning the Employer's products and services, including but not limited to, product specifications, diagrams, test results, inventions, research projects and product development; iii. Information concerning the Employer's business, including but not limited to, cost information, profits, revenue, accounting information, business plans, marketing methods, customer lists, supplier lists, supplier information, and advertising strategies; iv. All Intellectual Property (as defined below) and all Intellectual Property Rights; v. Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to have an adverse effect on Employer's business. C. Confidentiality. The Employee agrees, for the tenure of his/her employment with the Company and following the termination thereof for any reason whatsoever, to neither disclose, use, communicate, reveal, nor make available to any person or entity, any Confidential Information produced or held by the Company, its suppliers or clients, unless it is in the ordinary performance of work with, and for the exclusive benefit of, the Company. D. Required Disclosures. If the Employee is required by applicable law or court order to disclose any Confidential Information, he/she shall first notify Company in writing sufficiently in advance to provide Company with a reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information. 3. OWNERSHIP OF CREATIONS: INTELLECTUAL PROPERTY A. Intellectual Property Rights. The term “Intellectual Property Rights” shall be defined as any right which is or may be granted to Company or acknowledged as Company’s pursuant to any United States or foreign legislation regarding patents, copyrights, trademarks, industrial designs, integrated circuitry topography, protection of know-how, trade secrets, or confidential information, and any other provision of a statute, or principle under the laws of the United States respecting intellectual property, whether or not such rights are registered, including the right to obtain any protection afforded by law by filing an application for registration or otherwise (collectively, the “Intellectual Property Rights”). B. Intellectual Property. The term “Intellectual Property” shall be defined as any, invention, trademark, industrial design, integrated circuit topography, know-how, trade secret, confidential information or other matter that is or may be protected by Intellectual Property Rights (“Intellectual Property”) under Federal copyright, patent and trademark laws, state laws, or the laws of other countries governing such Intellectual Property. © Copyright 2013 Docstoc Inc. 3 C. Assignment. Employee hereby assigns to Company, and Company hereby accepts, all Rights to the Intellectual Property, developed, carried out or improved by the Employee throughout the term of his/her employment with Company, whether or not performed on work premises, and whether such Rights relate to any product, service, method, or procedure used or operated by Company or its subsidiaries, as part of the operations and activities of Company or its subsidiaries. D. Waiver of Rights. Employee waives all of his rights with respect to any work protected by patent or copyright in favor of Company and any third party authorized by Company to use such work. E. Cooperation to Obtain Patents. The Employee shall immediately notify Company of any Intellectual Property he may develop, carry out or improve and, upon request by Company, shall cooperate diligently and in good faith, with any patent agent or other professional consultant, which Company may designate for the purposes of identifying said Intellectual Property Rights and, as the case may be, to take any action and prepare or execute any document Company deems necessary or useful to ensure that Company may obtain, protect, or exercise Intellectual Property Rights relating thereto. 4. SURVIVAL OF CONFIDENTIAL INFORMATION Employee understands that it is [HIS/HER] obligation to maintain the confidentiality and security of the Company's Confidential Information even after [HIS/HER] employment with the Company terminates. Such obligation continues for so long as such material remains Confidential Information. 5. MISCELLANEOUS PROVISIONS A. Notices. Notices shall be sent to the following address: For Employer: _____________________ _____________________ _____________________ For Employee: _____________________ _____________________ _____________________ B. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. © Copyright 2013 Docstoc Inc. 4 C. Severability. To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. D. Waiver of Breach. The waiver by Employer of a breach of any provision of this Agreement by Employee shall not operate as a waiver of any subsequent breach by the Employee. No waiver shall be valid unless placed in writing and signed by [an officer] of Employer. [NOTE: EMPLOYER MAY CHOOSE TO SPECIFY ONE OR A SMALL NUMBER OF AGENTS AUTHORIZED TO ACT ON BEHALF OF THE COMPANY, AS IT RELATES TO THIS SECTION. OR, EMPLOYER MAY LEAVE IT MORE GENERAL, AND INSERT ". . . AND SIGNED BY AN AUTHORIZED OFFICER OF EMPLOYER." AT THE END OF THE CLAUSE.] E. Governing Law, Jurisdiction and Venue. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of _______________ [STATE], without regard to conflicts of law principles. The Parties voluntarily consent to the jurisdiction of all Federal and State Courts in the State of _______. [STATE]. The Parties further agree and consent that venue of any action hereunder shall be exclusively in the county of ____________ [COUNTY], in the State of _____________ [STATE]. IN WITNESS WHEREOF, both Employer and Employee have executed this Agreement as of the date first above written. EMPLOYER EMPLOYEE ____________________________ ____________________________ [NAME] [NAME] © Copyright 2013 Docstoc Inc. 5
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