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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.
ASSIGNMENT OF WORK PRODUCT AND CONFIDENTIALITY AGREEMENT
THIS ASSIGNMENT OF WORK PRODUCT AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is effective as of _________ [DATE], by and between ___________________________ [COMPANY NAME] (the “Employer” or the “Company”), a ________ _______________________ [STATE] [TYPE OF ENTITY] and __________________________ [EMPLOYEE NAME] (the "Employee"), (hereinafter collectively referred to as the “Parties”). Recitals WHEREAS, Employee wishes to work for Employer; WHEREAS, Employer wishes to hire Employee; WHEREAS, each of Employer and Employee recognize that Employee’s position at the Company shall expose Employee to certain Confidential Information (as defined below); NOW THEREFORE, each of Employer and Employee wish to enter into this Agreement on the terms and conditions set forth below: Terms 1. DUTY OF LOYALTY AND BEST EFFORTS The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing his/her duties on behalf of Employer. The Employee shall provide services during the hours that are scheduled by Employer. The Employee shall be prompt in reporting to work at the assigned time. 2. CONFIDENTIALITY A. Exposure. Employee understands that in performance of [HIS/HER] job duties with the Employer, Employee may be exposed to the Employer’s trade secrets, patents, and other proprietary information (collectively, the “Confidential Information”). B. Definition. For the purposes of this Agreement, “Confidential Information” shall mean any and all information or material that is commercially valuable to Employer and not generally known in the industry. This shall include, but shall not be limited to: i. Any and all versions of the Employer's Internet website or software systems (including source code and object code), hardware, firmware and documentation;
or confidential information. patent and trademark laws. If the Employee is required by applicable law or court order to disclose any Confidential Information. copyrights. Any other information not generally known to the public which. its suppliers or clients. Technical information concerning the Employer's products and services. customer lists. whether or not such rights are registered. if misused or disclosed. or principle under the laws of the United States respecting intellectual property. marketing methods. product specifications. C. revenue.ii. use. trade secret. Intellectual Property. research projects and product development. D. Intellectual Property Rights. OWNERSHIP OF CREATIONS: INTELLECTUAL PROPERTY A. The Employee agrees. unless it is in the ordinary performance of work with. the “Intellectual Property Rights”). Confidentiality. supplier lists. The term “Intellectual Property” shall be defined as any. including but not limited to. industrial designs. trade secrets. Information concerning the Employer's business. . any Confidential Information produced or held by the Company. cost information. 3. and for the exclusive benefit of. profits. protection of know-how. 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. could reasonably be expected to have an adverse effect on Employer's business. iv. trademarks. state laws. test results. to neither disclose. trademark. including but not limited to. industrial design. know-how. All Intellectual Property (as defined below) and all Intellectual Property Rights. Required Disclosures. integrated circuitry topography. invention. reveal. B. confidential information or other matter that is or may be protected by Intellectual Property Rights (“Intellectual Property”) under Federal copyright. 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. business plans. including the right to obtain any protection afforded by law by filing an application for registration or otherwise (collectively. integrated circuit topography. nor make available to any person or entity. diagrams. and any other provision of a statute. communicate. iii. the Company. or the laws of other countries governing such Intellectual Property. for the tenure of his/her employment with the Company and following the termination thereof for any reason whatsoever. and advertising strategies. v. inventions. accounting information. supplier information.
. Notices shall be sent to the following address: For Employer: _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ For Employee: B. method. This Agreement constitutes the entire agreement. There are no other promises. upon request by Company. shall cooperate diligently and in good faith. MISCELLANEOUS PROVISIONS A. Entire Agreement. as the case may be. or procedure used or operated by Company or its subsidiaries. as part of the operations and activities of Company or its subsidiaries. conditions. with any patent agent or other professional consultant. Such obligation continues for so long as such material remains Confidential Information. understandings or other agreements. whether oral or written. E. and whether such Rights relate to any product. to take any action and prepare or execute any document Company deems necessary or useful to ensure that Company may obtain. all Rights to the Intellectual Property. protect. 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. The Employee shall immediately notify Company of any Intellectual Property he may develop. 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. D. which Company may designate for the purposes of identifying said Intellectual Property Rights and. Assignment. carry out or improve and. 5. or exercise Intellectual Property Rights relating thereto. Cooperation to Obtain Patents. and Company hereby accepts. carried out or improved by the Employee throughout the term of his/her employment with Company. service. whether or not performed on work premises. Waiver of Rights. Employee hereby assigns to Company. and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. developed.C. relating to the subject matter of this Agreement. Notices. 4.
To the extent that any provision hereof is deemed unenforceable. AS IT RELATES TO THIS SECTION.C. Severability. This Agreement shall be construed in accordance with. AND INSERT ". the laws of the State of _______________ [STATE]. . both Employer and Employee have executed this Agreement as of the date first above written. EMPLOYER ____________________________ [NAME] EMPLOYEE ____________________________ [NAME] . Waiver of Breach. . E. The Parties further agree and consent that venue of any action hereunder shall be exclusively in the county of ____________ [COUNTY]. EMPLOYER MAY LEAVE IT MORE GENERAL.] Governing Law. without regard to conflicts of law principles. [STATE]. IN WITNESS WHEREOF. [NOTE: EMPLOYER MAY CHOOSE TO SPECIFY ONE OR A SMALL NUMBER OF AGENTS AUTHORIZED TO ACT ON BEHALF OF THE COMPANY. and governed in all respects by. in the State of _____________ [STATE]." AT THE END OF THE CLAUSE. Jurisdiction and Venue. 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. all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. The Parties voluntarily consent to the jurisdiction of all Federal and State Courts in the State of _______. D. AND SIGNED BY AN AUTHORIZED OFFICER OF EMPLOYER. No waiver shall be valid unless placed in writing and signed by [an officer] of Employer. OR.
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