Corp to Corp Agreement - DOC by eum13064


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									B. GARREY

                    AGREEMENT FOR XYZ CORP.


“Confidential Information” means all business information, technological information,
intellectual property, trade secrets and other information belonging to XYZ Corp. (“XYZ”)
or relating to XYZ’s business, technology, customers, vendors, or any other party with
whom XYZ agrees to hold information of such party in confidence, which is not available
to the general public.

“Innovations” means all developments, improvements, designs, original works of
authorship, formulas, processes, software programs, databases, and trade secrets that relate
to any services, products, systems or other business(es) of XYZ, whether or not patentable,
copyrightable or protectable as trade secrets, that Employee, alone or jointly with others,
creates or first reduces to practice during the period of Employee’s employment with XYZ.

“Moral Rights” means any rights to claim authorship of a work of authorship, to object to
or prevent the modification of any such work of authorship, or to withdraw from
circulation or control the publication or distribution of any such work of authorship.


Employee specifically agrees that:

1.      Employee will not bring to XYZ or use in the performance of his/her XYZ duties
any documents or materials of a former employer that are not generally available to the
public or have not been legally transferred to XYZ.

2.       Both during and after the term of Employee’s employment, Employee will not use
or disclose any Confidential Information or Innovations, without the proper written
consent of XYZ, except as may be necessary to perform Employee’s duties for the benefit
of XYZ during his/her employment with XYZ and for a period of ten (10) years thereafter,
with the exception of trade secrets, trademarks, copyrights and patents, for which the
restrictions herein on disclosure and/or use shall last in perpetuity or such other maximum
period as the law allows.


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