DISCLAIMER: This is a sample agreement for educational, informational or illustrative purposes only. It shouldnot be interpreted as legal advice or applicable to any particular situation. Agreements are legal instruments thatshould be tailored to specific factual inquiries. Moreover, agreements are generally interpreted differently indifferent jurisdictions. Hence, this sample is not a substitute for the advice or consultation of a competent attorney.
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Agreement made by and between , a corporation having a place of business at, (hereinafter “the Corporation”) and (hereinafter called “the Employee”):WITNESSETH:In consideration of the covenants herein recited and the Employee's affiliation and activities with theCorporation, it is agreed as follows:1. The Employee will perform for the Corporation such duties as may be designated by the Corporationfrom time to time, and agrees that he will promptly submit to the corporation written disclosures of allinventions, improvements and discoveries, whether or not patentable, (hereinafter “inventions”) which aremade or conceived by him, alone or jointly with others, while employed by the Corporation, and that titleto all such inventions that shall be within the existing or
contemplated scope of the Corporation's businessor of companies which the Corporation owns or controls at the time such inventions are made orconceived or which result from or are suggested by any work he or others may do for or on behalf of theCorporation or such companies, together with such patent, patents or other legal protection as may beobtained thereon in the United States of America and all foreign countries, shall belong to the Corporationand that he will assign such title to the Corporation, and upon request by the Corporation will at any timeduring his employment with the Corporation and after its termination for any reason, execute all properpapers for use in applying for, obtaining, maintaining and enforcing such patents or other legal protectionas the Corporation may desire and will execute and deliver all proper assignments of such title, when sorequested by the Corporation, without remuneration but at the expense of the Corporation.2. The Employee agrees he will not disclose, or induce the Corporation or companies that the Corporationowns or controls to use, any secret, confidential or proprietary information or trade secrets of others.3. The Employee agrees that all memoranda, notes, records, reports, drawings, or other writings ordocuments, equipment, apparatus, products or materials and the like, including copies thereof, made orcompiled by him or made available to him in the course of his employment, shall be the property of theCorporation and shall be delivered to the Corporation upon termination of his employment or at any othertime upon request.4. The Employee agrees that he will treat as confidential and will not, without written approval of theCorporation, use other than in the performance of his designated duties to the Corporation, or publish,disclose, copyright or authorize anyone else to use, publish, disclose or copyright, either during his termof employment or subsequent thereto any information relating to inventions, processes, formulas,systems, plans, programs, studies, techniques, "know-how" or trade secrets of the Corporation or of companies which it owns or controls or of their customers, contractors, or of others with which theCorporation or such companies have a business relation, or any other information which the Corporation,such companies, customers, contractors or others might prefer or require remain undisclosed includinginformation relating to any of the activities, operations or affairs of the Corporation or of such companies,customers, contractors or others. The Employee also agrees that he will diligently protect suchinformation against loss by inadvertent or unauthorized disclosure and will comply with security