This agreement is between an employee and an employer wherein the employee acknowledges his/her confidentiality obligations and undertakes to assign all rights and title to employer for all work products developed and conceived during the term of this employment.
Employee Confidentiality & Invention Agreement This agreement is between an employee and an employer wherein the employee acknowledges his/her confidentiality obligations and undertakes to assign all rights and title to employer for all work products developed and conceived during the term of this employment. ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms are not a substitute for the advice of your own attorney. Subject to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here (http://www.docstoc.com/popterm.aspx?page_id114) for additional disclaimers and more. This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document © Docstoc, Inc., 2010, 2011 EMPLOYEE CONFIDENTIALITY AND INVENTIONS AGREEMENT In consideration of EMPLOYEE’S employment or continued employment by ________________________, or any of its predecessors, successors or subsidiaries (collectively, the "COMPANY"), and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned (“Employee”) agrees as follows: 1. CONFIDENTIALITY: 1.1. EMPLOYEE understands that the COMPANY continually obtains and develops valuable proprietary and confidential information concerning its business, business relationships and financial affairs (the "Confidential Information") which may become known to me in connection with EMPLOYEE’S employment. For purposes of this Agreement, “Confidential information” shall include all information or material that is related to the business of the COMPANY which i) may derive economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by COMPANY that are reasonable under the circumstances to maintain its secrecy and Classification including; (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its Confidential, Classification and Proprietary nature: (b) identifying any oral presentation or communication as confidential immediately before, during or after such oral presentation or communication; or (c) otherwise treating such information as confidential. Confidential Information shall not include the following: above shall not apply to the whole or any part of the Information to the extent that it is: a) trivial or obvious; b) already in the other’s possession other than as a result of a breach of this clause; c) in the public domain; d) required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to the COMPANY. 1.2 EMPLOYEE acknowledges that all Confidential Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the COMPANY or the third party providing such information to Employee or the COMPANY. 1.3 EMPLOYEE agrees that during the term of EMPLOYEE’S employment and thereafter, EMPLOYEE shall use, publish and disclose Confidential Information only in the performance of EMPLOYEE’S duties for the COMPANY and in accordance with COMPANY policy with respect to the protection of Confidential Information. EMPLOYEE agrees not to use or disclose such Confidential Information for EMPLOYEE’S own benefit or for the benefit of any other person or business entity. EMPLOYEE further agrees not to disclose, give away, divulge, © Copyright 2011 Docstoc Inc. 2 exchange or make known or available in any manner to any person, COMPANY, corporation or other entity the Confidential Information or any information derived therefrom to any person other than a director, officer, employee, consultant or other representative (“Representative”) who needs to know such Confidential Information in connection with the performance of ______________________________________. EMPLOYEE agrees to exercise EMPLOYEE’S best efforts to (a) receive and hold the Confidential Information in trust and in the strictest confidence: (b) to protect the Confidential Information from disclosure and in no event take any actions causing, or fail to take actions necessary in order to prevent, any Confidential Information to lose its character as Confidential Information and (c) to not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except otherwise stated. 1.4 Upon the termination of EMPLOYEE’S employment, or at any time upon the COMPANY's request, EMPLOYEE shall return or destroy all Confidential Information of the COMPANY and any notes, correspondence, analyses, compilations, documents or other records containing Confidential Information, including all copies thereof, then in the possession of the Employee , except that a copy of such materials may be maintained by the legal counsel of the Employee so long as such information is maintained as confidential pursuant to the terms of this Agreement. 2. ASSIGNMENT OF INVENTIONS: 2.1 EMPLOYEE agrees promptly to disclose to the COMPANY any and all ideas, concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation, trade secrets, technical data and know-how that are conceived, devised, invented, developed or reduced to practice or tangible medium by Employee, under EMPLOYEE’S direction or jointly with others during any period that EMPLOYEE am employed or engaged by the COMPANY, whether or not during normal working hours or on the premises of the COMPANY, which relate, directly or indirectly, to the business of the COMPANY and arise out of EMPLOYEE’S employment with the COMPANY (collectively, "Inventions"). 2.2 Consultant hereby assigns to the COMPANY all rights Consultant has in all Developments or which Consultant may acquire in any Developments. Consultant agrees that all Developments shall be the sole property of the COMPANY and its assigns, and that the COMPANY and its assigns shall be the sole owner of all patents, copyrights, and other rights in connection therewith. Consultant will assist the COMPANY in every lawful way (at the COMPANY's expense) to obtain and to enforce patents, copyrights, or other rights on the Developments in all countries. As requested by the COMPANY, Consultant will execute documents for use in applying for and obtaining and enforcing such patents, copyrights, or other rights, together with assignments thereof, to The COMPANY or to persons designated by the COMPANY. Consultant’s obligation to assist the COMPANY in obtaining and enforcing patents and copyrights for the Developments in all countries shall continue beyond the termination of Consultant’s engagement, but the COMPANY shall compensate Consultant’s at a reasonable rate after Consultant’s termination for time actually spent by Consultant’s at the COMPANY's request on such assistance. © Copyright 2011 Docstoc Inc. 3 2.3 Consultant acknowledges that all original works of authorship which are made by Consultant’s (solely or jointly with others) within the scope of Consultant’s employment and which are protected by copyright are "works made for hire," as that term is defined in the United States Copyright Act, 17 USCA, Section 101. 2.4 If the copyright to any such copyrightable work shall not be the property of the COMPANY by operation of law, EMPLOYEE will, without further consideration, assign to the COMPANY all of EMPLOYEE’S right, title and interest in such copyrightable work and will cooperate with the COMPANY and its designees, at the COMPANY's expense, to secure, maintain and defend for the COMPANY's benefit copyrights and any extensions and renewals thereof on any and all such work. EMPLOYEE hereby waives all claims to moral rights in any Inventions. EMPLOYEE further agree to assign to the United States government all EMPLOYEE’S right, title and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the COMPANY and the United States or any of its agencies. 2.5 EMPLOYEE further represents that the attached Schedule A contains a complete list of all inventions made, conceived or first reduced to practice by Employee, under EMPLOYEE’S direction or jointly with others prior to EMPLOYEE’S employment with the COMPANY ("Prior Inventions") and which are not assigned to the COMPANY hereunder. If there is no such Schedule A attached or if there is nothing listed on it, EMPLOYEE represent that there are no such Prior Inventions. 3. OTHER AGREEMENTS 3.1 EMPLOYEE hereby represents to the COMPANY that, [except as otherwise stated in Schedule B] EMPLOYEE is not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of EMPLOYEE’S duties and obligations to the COMPANY (including EMPLOYEE’S duties and obligations under this or any other agreement with the COMPANY) during EMPLOYEE’S employment. [EMPLOYEE understands that the COMPANY does not desire to acquire from Employee any trade secrets, know-how or confidential business information EMPLOYEE may have acquired from others. Therefore, EMPLOYEE agrees that during EMPLOYEE’S employment with the COMPANY EMPLOYEE will not use in an improper manner or disclose any proprietary information or trade secrets of any former or concurrent employer, or any other person or entity with whom EMPLOYEE have an agreement or to whom EMPLOYEE owes a duty to keep such information in confidence. Those persons or entities with whom EMPLOYEE has such agreements or to whom EMPLOYEE owes such a duty are identified on Schedule B. If there is no Schedule B attached, or if there is nothing listed on it, EMPLOYEE represent that there are no such agreements or person or entities]. 4. EMPLOYMENT “AT WILL” © Copyright 2011 Docstoc Inc. 4 EMPLOYEE understands that this Agreement does not constitute a contract of employment or create an obligation on the part of the COMPANY to continue EMPLOYEE’S employment with the COMPANY. EMPLOYEE understand that EMPLOYEE’S employment is "at will" and that EMPLOYEE’S obligations under this Agreement shall not be affected by any change in EMPLOYEE’S position, title or function with, or compensation, by the COMPANY. 5. NOTIFICATION OF NEW EMPLOYER In the event that EMPLOYEE leave the employ of the COMPANY, EMPLOYEE hereby grant consent to notification by the COMPANY to EMPLOYEE’S new employer about EMPLOYEE’S rights and obligations under this Agreement. 6. GENERAL 6.1 No Assignment. This Agreement may not be assigned by the Employee without the prior written consent of the COMPANY, which consent shall not be unreasonably withheld. The COMPANY may assign its clients and obligations to any other person or COMPANY, and give a 30-day written notice to the Employee prior to doing so. 6.2 Severability. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement. 6.3 Waiver. No failure or delay on the part of either party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege or of any other right, power or privilege operate as a wavier of any subsequent exercise thereof. 6.4 No License. Nothing herein shall be construed as a grant by the COMPANY of any license, directly or by implication, estoppel or otherwise, in any Confidential Information. © Copyright 2011 Docstoc Inc. 5 6.5 Force Majeure. If at any time during the existence of this contract, either Party is unable to perform whole or in part any obligation under this contract, because of war, hostility, military operations of any character, civil commissions, sabotage, quarantine restrictions, acts of Government, fire, floods, explosions, epidemics, strikes or other labor trouble embargoes and any other matter beyond human control/capability, then the date of any obligation shall be postponed during the time which such circumstances are operative. 6.6 Governing Law. This Agreement is governed by the laws of the State of ______________. The Parties submit to the exclusive jurisdiction of the courts of the State of ________________ and any courts which may hear appeals from those courts. 6.7 Injunctive Relief. a) The Parties acknowledge that compliance with this Agreement is necessary to protect the goodwill and other proprietary interests of the COMPANY and that a breach of this Agreement will give rise to irreparable and continuing injury to the COMPANY which is not adequately compensable in monetary damages or at law. Accordingly, the Parties agree that the COMPANY may obtain injunctive and other equitable relief against the breach or threatened breach of the foregoing provisions, in addition to any other legal remedies that may be available under this Agreement. If the COMPANY shall make application to a court of competent jurisdiction for injunctive relief to enforce this Agreement, the Employee waives, to the greatest extent permissible, any requirement that the COMPANY post bond or other security as a precondition to an injunction, whether temporary or permanent. b) In the event either Party initiates action to enforce its rights hereunder, the prevailing party shall recover from the non-prevailing party its reasonable expenses, court costs, including taxed and untaxed costs, and reasonable attorneys’ fees, whether suit be brought or not. 6.8 Indemnification/Release. a) Employee warrants that he has or will have good and marketable title to all Inventions assigned by Employee to COMPANY pursuant to the provisions of this Agreement. Employee further warrants that the Inventions and Prior Inventions shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties © Copyright 2011 Docstoc Inc. 6 of any right, title or interest in or to the Inventions or background technology arising out of any trade secret, copyright, trademark, patent, or other intellectual property right. b) Employee shall indemnify, defend and hold harmless COMPANY and its customers from any and all liability, loss, cost, damage, judgment or expense (including reasonable attorney's fees) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in the Clause 7. a. In the event of such a breach or claim, Employee shall, at no additional cost to COMPANY, at the COMPANY's option, either (a) replace or modify the Inventions or Prior Inventions, as the case may be, with functionally equivalent and conforming Work Product or background technology or (b) obtain for COMPANY the right to continue using the Inventions or Prior Inventions, and in all other respects use his best efforts to remedy the breach. 6.9 Electronic Signature. a) Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To expedite the process of entering into this Agreement, the parties agree that signed Transmitted Copies shall be deemed equivalent to original documents until such time as original documents are executed and delivered. b) Notice All notices under this Agreement shall be in writing and shall be deemed given: i.when personally delivered; or ii.when sent by confirmed fax; or iii.when sent by confirmed e-mail; or iv.when sent by pre-paid first class post to the address of the party set out in this Agreement or (if any) such address as such party last provided to the other by written notice. 6.10 Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both Parties. 6.11 Headings. © Copyright 2011 Docstoc Inc. 7 Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UNDERSTANDS, AND AGREES TO, EACH OF SUCH PROVISIONS. Date Signature) ____________________________ Print Name: ___________________________ © Copyright 2011 Docstoc Inc. 8 SCHEDULE A PRIOR INVENTIONS [Initial One] __________ No Prior Inventions __________ The following is a complete list of all Prior Inventions: © Copyright 2011 Docstoc Inc. 9 SCHEDULE B PRIOR COMMITMENTS [Initial One] ________ No agreements or obligations to other persons or entities. ________ The following is a complete list of all persons or entities to whom Employee has obligations and/or with whom Employee has an agreement: © Copyright 2011 Docstoc Inc. 10
Pages to are hidden for
"Employee Confidentiality and Invention Agreement"Please download to view full document