Employee Confidentiality & Invention
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.
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Entire document © Docstoc, Inc., 2010, 2011
EMPLOYEE CONFIDENTIALITY AND INVENTIONS
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:
1.1. 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
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
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,
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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
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,
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.
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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”
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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.
6.1 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.
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.
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.
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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.
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
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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.
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
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.
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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.
Signature) ____________________________ Print Name: ___________________________
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__________ No Prior Inventions
__________ The following is a complete list of all Prior Inventions:
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________ 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:
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