Business CIIAA Document

BUSINESS CIIAA DOCUMENT

Parties and Recitals

This Confidential Information, Invention Assignment and Agreement (this Agreement) is made effective as of (Effective Date) between , a business organized at (Company), and , with principal address at (Recipient).

WHEREAS, Company possesses trade secrets, confidential information, proprietary technology and business processes related to its operations and desires to disclose certain confidential information to Recipient for the performance of services; and

WHEREAS, Recipient has been retained by Company to perform services under the terms of this Agreement and, in the course of such performance, will have access to Confidential Information and may conceive or reduce to practice Inventions relating to Company's business; and

WHEREAS, the parties desire to set forth the terms under which Confidential Information will be protected and any Intellectual Property created by Recipient in the course of providing services will be assigned to Company.

Scope of Work

Payment Terms

Invoices shall be submitted to Company in accordance with the schedule above and are due within days of invoice receipt. Late payments shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition to interest, Recipient may charge a late fee of for each invoice past due more than 30 days.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within 30 days after written notice. Termination shall not relieve Recipient of obligations to assign Inventions or to maintain the confidentiality of Confidential Information disclosed prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by Company to Recipient, whether oral, written or electronic, including without limitation business plans, financial information, customer lists, technical data, specifications, software, prototypes, trade secrets and other proprietary materials. Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Recipient shall take all reasonable measures to protect Confidential Information, but in no event less than the measures it uses to protect its own confidential information of similar importance. Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of Recipient, (ii) is rightfully received from a third party without breach of any obligation of confidentiality, (iii) is independently developed by Recipient without use of or reference to Company's Confidential Information, or (iv) is required to be disclosed by law or court order, provided Recipient gives prompt written notice to Company and cooperates with Company, at Company's expense, in seeking an appropriate protective order or other remedy.

Inventions and Assignment

Recipient agrees to disclose promptly in writing to Company all Inventions conceived, reduced to practice, developed or created by Recipient alone or with others during the Term that (a) relate to Company's actual or demonstrably anticipated business, research, or development, or (b) were created using Company's resources. "Inventions" includes discoveries, improvements, designs, works of authorship, processes, know-how and trade secrets.

Recipient hereby assigns and agrees to assign to Company all right, title and interest in and to such Inventions and any copyrights, patent rights, moral rights, trade secret rights and other intellectual property rights therein. Recipient will execute all documents and take such actions as Company reasonably requests to perfect, record or enforce Company's rights in the Inventions.

Return of Materials; Residuals

Upon termination or upon Company's written request, Recipient shall promptly return or destroy all tangible materials containing Confidential Information. Notwithstanding the foregoing, Recipient may retain one archival copy of materials to comply with legal, regulatory, or internal recordkeeping requirements, provided such archival copy remains subject to the confidentiality obligations of this Agreement.

Notwithstanding any other provision, Recipient may use Residuals (general skills, knowledge, and experience retained in unaided memory) provided no Confidential Information or Company proprietary materials are intentionally memorized or disclosed in violation of this Agreement.

Remedies; Equitable Relief

Recipient acknowledges that breach of this Agreement may cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to injunctive relief, specific performance and other equitable remedies, in addition to any other remedies available at law or in equity.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Notices

Representations

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and delivery of this Agreement will not violate any agreement to which it is a party. Recipient further represents that execution of this Agreement does not breach any obligation to any third party.

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