Assignment of Work Product

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					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.
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               ASSIGNMENT OF WORK PRODUCT AND                                                   ht
                  CONFIDENTIALITY AGREEMENT                                                     Bi
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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
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WHEREAS, Employee wishes to work for Employer;                                                  A
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WHEREAS, Employer wishes to hire Employee;                                                      ri
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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
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NOW THEREFORE, each of Employer and Employee wish to enter into this Agreement on the           se
terms and conditions set forth below:                                                           rv
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                                            Terms                                               d.
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1. DUTY OF LOYALTY AND BEST EFFORTS                                                             ro
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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
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2. CONFIDENTIALITY                                                                              th
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   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
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   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
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              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
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© Copyright 2013 Docstoc Inc.                                                          2        St
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              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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Description: 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 document is also part of a package Business Contracts Starter Kit 22 Documents Included