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CONFIDENTIAL INFORMATION, NON-DISCLOSURE

AND INVENTION ASSIGNMENT AGREEMENT

As a condition of my employment with Industries for the Blind, Inc., a Wisconsin


corporation, and its successors or assigns (the Company), and in consideration of my
employment with the Company, I agree to the following:

I. DEFINITIONS

For the purposes of this Agreement, the following capitalized terms shall be defined as
follows:

A. Confidential Information means information, to the extent it is not a Trade Secret,


which is possessed by or developed for the Company and which relates to the Companys
existing or potential business, which information is not reasonably ascertainable by the
Companys competitors or by the general public through lawful means, and which information
the Company treats as confidential. Confidential Information includes but is not limited to
information regarding the Companys business affairs, technical information methods, business
plans, strategies, products, finances, computer programs, customer development, planning,
purchasing, records, and other information. Confidential Information may be oral, written,
recorded, magnetically or electronically or otherwise stored, and may be that which the
Employee originates as well as that which otherwise comes into the possession or knowledge of
the Employee. Confidential Information also includes but is not limited to information received
by the Company from others which the Company has an obligation to treat as confidential.

B. Trade Secret shall mean a trade secret as defined under applicable state law.

C. Works of Authorship shall include any literary, musical, pictorial, sculptural,


graphic, audio or visual work, including computer programs and documentation thereof, whether
published or unpublished and whether copyrightable or not, fixed in whatever tangible form or
media.

II. NON DISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL BUSINESS


INFORMATION

A. Access to Confidential Information. I acknowledge that in the course of


employment by the Company, I will receive, use, have access to and become familiar with,
and/or participate in the creation of Confidential Information and Trade Secrets owned or
possessed by the Company and/or used in connection with the Companys business.

B. Obligations Not to Disclose or Use Confidential Information. I agree not to


disclose to others, or take or use for my own purposes or for the purposes of others, during the
term of employment and for a period of two (2) years thereafter, any Confidential Information. I
agree that my obligations not to disclose or use Confidential Information shall equally apply to:
(1) Confidential Information which may belong to third parties and which is in the Companys
possession; and (2) Confidential Information which may be conceived, originated, discovered or
developed by me. My obligations under this section apply to, and are intended to prevent, the
direct or indirect disclosure of Confidential Information to others where such disclosure of
Confidential Information would reasonably be considered to be useful to the Companys
competitors or to a third party to become a competitor based in whole or in part on such
disclosure of Confidential Information. I shall not disclose the Companys Trade Secrets for so
long as they remain Trade Secrets.

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C. Limitations of My Obligations. My obligations do not apply to disclosures of
Confidential Information or Trade Secrets to authorized employees of the Company, the
Companys agents or such other third parties who need such information in furtherance of the
Companys business and who are bound to maintain the confidentiality of the Confidential
Information.

D. Treatment of Others Confidential Information. I further agree not to disclose to


the Company or use on the Companys behalf any information which is owned or possessed by
a third party and held in confidence by said third party, to which I may have gained access
either with or without said third partys permission, and which information the Company is not
entitled to possess. I understand that such unauthorized disclosure of information owned or
possessed by a third party to the Company could be grounds for termination.

E. Effective Time Period of Obligations. My obligations under this section will apply
during the term of employment and for the subsequent period of two (2) years only as long as
the Confidential Information remains generally unknown to, and not readily ascertainable
through proper means by, the Companys competitors. Provided, however, nothing in this
Agreement shall limit the time periods during which I shall not misappropriate or threaten to
misappropriate the Companys Trade Secrets as protected under applicable law.

F. Post-Employment Use of Know-How. Notwithstanding any other provision of


this Agreement, nothing in this Agreement shall be deemed to prohibit my post-employment use
of my general know-how which may be acquired or enhanced during my employment by the
Company, as such term know-how is defined under applicable law, and as long as such use
does not require the use of any Trade Secret as protected under applicable law.

G. Warranties. I warrant that I am not now under any contract or obligation limiting
in any way the activities I may pursue for the Company or covering the disclosure of inventions
or Works of Authorship such as would in any way prevent me from carrying out the spirit of this
Agreement, except as disclosed in the written description on the reverse side of this page or
attached to this Agreement.

III. ASSIGNMENT OF INVENTIONS AND WORKS OF AUTHORSHIP

A. Disclosure of Innovations. I will disclose promptly and fully to the Company all
inventions, Works of Authorship, improvements or discoveries, whether or not patentable,
copyrightable or otherwise protectable by like registration, which may be made or conceived by
me, either solely or jointly with others during the term of my employment and for one (1) year
thereafter, whether made or conceived in the course of employment or with the use of the
Companys time, material or facilities, and which may be along the lines of the Companys
actual or anticipated business, work or investigations of the Company, or of the companies
which it owns or controls or which control or own the Company, at the time of such invention or
creation.

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B. Ownership of Innovations. I hereby assign to the Company and I agree that all
right, title and interest in and to all such inventions, Works of Authorship, improvements and
discoveries subject to Paragraph A of this section, including all patent and/or copyrights which
may be associated therewith, shall be and remain the sole and exclusive property of the
Company. During the term of employment or at any time thereafter, I, or my personal
representatives or assigns, shall at the Companys request and without further compensation
promptly execute any and all patent applications, copyright registration applications,
assignments and other instruments which the Company deems necessary to assign and convey
to the Company, its successors and assigns, and to maintain and enforce thereafter, at the
Companys expense, all right, title and interest in and to any inventions or Works of Authorship
subject to paragraph A of this section, throughout the world, as the Company may in its sole
discretion require. I agree to assist the Company during and subsequent to employment in
every way, at the Companys expense, in any controversy or legal proceeding relating to such
inventions, Works of Authorship, improvements or discoveries, or to the patents or registrations
resulting therefrom. Notwithstanding the foregoing, all Works of Authorship that are
copyrightable are considered to be work(s) made for hire as that term is defined by U.S.
Copyright Law. If for any reason a U.S. Court of competent jurisdiction determines that such
Works of Authorship are not works made for hire, I agree to assign, and hereby do assign, the
same to the Company as provided in this provision. This agreement does not apply to any
inventions for which no equipment, supplies, facility or trade secret information of the Company
was used and which was developed entirely on my own time, unless: (a) the invention relates
(i) to the business of the Company or (ii) to the Companys actual or demonstrably anticipated
research or development; or (b) the inventions result from any work performed by me for the
Company.

C. Attorney-in-Fact. If I or my personal representatives or assigns, fails within a


reasonable time period of being requested to, and after being given a reasonable opportunity to,
execute any and all patent applications, copyright registration applications, assignments and
other instruments which the Company deems necessary to assign and convey any right, title
and interest in and to any Inventions or Works of Authorship subject to paragraph A of this
section to the Company, I hereby irrevocably appoint the Company as my attorney-in-fact to
execute any and all such instruments on my behalf and in my place.

D. Records of Innovative Activities. I will keep and maintain adequate and current
written records of all of my activities relating to the creation or development of inventions and
Works of Authorship, in the form of notes, sketches, drawings and reports relating thereto,
which records shall be and remain the property of the Company, shall be available to the
Company at all times, and shall remain on the Companys premises at all times.

E. Modification of Restrictions. I agree that the restrictions in this Agreement are


reasonably necessary to protect the business interests of the Company. Any provision of this
Agreement which is deemed invalid, illegal or unenforceable shall not in any way affect the
remaining provisions hereof. If any covenant should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such covenant shall be modified so that the scope
of the covenant is reduced only to the minimum extent necessary to render the modified
covenant valid, legal and enforceable. I further acknowledge that (a) in the event my
employment terminates for any reason, I will be able to earn a livelihood without violating the
foregoing covenants and (b) that my ability to earn a livelihood without violating such restrictions
is a material condition to my employment with the Company.

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IV. TREATMENT OF THE COMPANYS PROPERTY

A. Return of Property. I agree that upon termination of employment, I shall


immediately return to the Company all property, including but not limited to, all original
documents and copies of documents, in whatever form, including software and software
documentation, belonging to the Company or which may be in my possession or control,
regardless of whether such property may contain the Companys Trade Secrets, Confidential
Information, knowledge or data, and I shall not make, retain or transfer any copies thereof.

B. Property to Remain on Premises. I shall not remove from the Companys


premises any contracts, sales invoices, purchase orders, leases, customer lists, mailing lists,
computer drives, memory sticks or other data storage media, computer printouts or software,
pricing information, bid forms, government filings, blueprints, designs, plans, processes,
technical specifications or other documents pertaining to the Companys business, unless
required in the course of employment by the Company or unless expressly authorized in writing.

V. SOFTWARE SECURITY

I understand that various software programs which I may use during employment by the
Company may be licensed for use by it and its employees or may have been developed by the
Company. I agree that this software is the property of the Company and should not be taken off
the premises unless previously approved by my supervisor, and only then for use to complete
work away from the Companys offices. I understand that it is illegal to make copies of
copyrighted or licensed software and that the loading or using of unlicensed software in
computers or local area networks owned or operated by the Company is not permitted. I further
agree not to make copies of copyrighted or licensed software. I understand that the introduction
by any individual of software which contains a computer virus of any sort into computers or local
area networks owned or operated by the Company, would be grounds for disciplinary action up
to and including termination. I also understand that if the Company is found to be in violation of
any software license agreement or to be liable for infringement of anothers copyright as a result
of my actions as an employee of the Company, these actions could also be grounds for
termination, and I agree to indemnify and reimburse the Company for any and all costs that may
be incurred by it for violations of any license agreements or for infringement of anothers
copyright as a result of my actions.

VI. MISCELLANEOUS PROVISIONS

A. Injunctive Relief. I agree that damages would be an inadequate remedy for the
Company in the event of breach or threatened breach of this Agreement and thus, in any such
event, the Company may, either with or without pursuing any potential damage remedies,
immediately obtain and enforce an injunction prohibiting me from violating this Agreement; I
waive posting of a bond in the event a court grants the Companys request for an injunction;
further, the Company may recover from me its costs, expenses, professional fees including,
without limitation, reasonable attorney fees incurred by it in any injunction proceeding in which
equitable relief is granted in whole or part, even if a court finds subsequently there was no
breach of the Agreement.

B. Employment at Will. I agree to conform to the rules and regulations of the


Company and agree that employment and compensation can be terminated, with or without
cause, at any time after execution of this Agreement, at the option of either the Company or me.

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C. Exit Interview. Upon termination of employment, for any reason, I agree to be
available for an exit interview with the Company, and to answer questions pertaining to past and
intended future compliance with my obligations to the Company under this Agreement.

D. Binding Effect. I understand that this Agreement becomes binding upon


acceptance by the Company. This Agreement shall be binding on my heirs, legal
representatives, and assigns and shall be binding on and inure to the benefit of any successors
and assigns of the Company.

E. Costs. In addition to the Companys right to recover under Article VI, paragraph
A, if either party to this agreement breaches any of the terms of this Agreement, then that party
shall pay to the non-defaulting party all of the non-defaulting partys costs and expenses,
including attorneys fees, incurred by that party in enforcing the terms of this Agreement.

F. Severability. The Company and I agree that if any provision of this Agreement is
held to be invalid, void or unenforceable for any reason, the remaining provisions shall
nevertheless continue in full force and effect.

G. Governing Law and Venue. The internal law of the State of Wisconsin will
govern all questions concerning the construction, validity and interpretation of this Agreement
and the performance of the obligations imposed by this Agreement. The Company and I agree
to venue in the state and federal courts of Wisconsin.

H. Entire Agreement. This Agreement constitutes the entire agreement between the
Company and me concerning the subject matter hereof and shall supersede all previous
agreements by and between the Company and me. This Agreement is entered into knowingly
and voluntarily by both parties and, as a result, shall be construed without regard to the identity
of the person who drafted its provisions and each provision shall be construed as though each
of the parties participated equally in the drafting. Any rule of construction that a document is to
be construed against the drafting party shall be inapplicable to this Agreement. Further, I have
been offered the opportunity to consult with an attorney prior to executing this Agreement and
will be given a reasonable time to do so, if requested.

Signed: _____________________

By: _____________________

Date: _____________________

048003-9033\21907131.2

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