Employee Covenants Notice

EMPLOYEE COVENANTS NOTICE

This Employee Covenants Notice (Notice) documents the restrictive covenants, confidentiality obligations, intellectual property assignment, and related conditions applicable to the Employee identified below as part of the employment relationship with the Employer identified below. The covenants set forth herein are intended to be enforceable to the maximum extent permitted by applicable law and govern both during employment and for the post-employment periods specified.

Employer and Employee Identification

Employer Name:

Position Information

Employment Start Date:   Position Status:   Base Salary/Rate:

Employment History (Most Recent)

From:   To:

From:   To:

Education

References (Professional)

Notice of Covenants and Material Terms

Effective Date of Covenants: .

1. Confidential Information and Nondisclosure. Employee shall hold in strict confidence and shall not, during employment or thereafter, disclose, use or permit the use of any Confidential Information of Employer except as required in the performance of Employee's duties. Confidential Information includes trade secrets, customer lists, pricing, research, development, marketing plans, technical data, and other non-public business information. Employee shall take all reasonable steps to protect such information.

2. Inventions, Works for Hire and Assignment of Intellectual Property. Employee agrees that all inventions, discoveries, designs, developments, improvements, software, and work product (collectively, Inventions) conceived, developed or reduced to practice by Employee, alone or with others, during the term of employment that relate to Employer's business or actual or demonstrably anticipated research or development, shall be the sole and exclusive property of Employer. Employee hereby assigns to Employer all right, title and interest in such Inventions and agrees to execute assignments and other documents reasonably necessary to vest ownership in Employer.

3. Non-Competition. During employment and for a period of months following the termination of employment for any reason, Employee shall not directly or indirectly engage in, own, manage, operate, control, or participate in the ownership, management, operation or control of any business that is competitive with Employer within the geographic area of . The foregoing restriction is narrowly tailored to protect Employer's legitimate business interests.

4. Non-Solicitation. For a period of months following termination, Employee shall not solicit or attempt to solicit Employer's customers, clients or prospective clients with whom Employee had material contact on behalf of Employer, nor shall Employee solicit or hire, or attempt to solicit or hire, Employer's employees.

5. Return of Property. Upon termination of employment or upon Employer's request, Employee shall promptly return all Employer property, files, documents, records, devices, keys and Confidential Information.

6. Remedies. Employee acknowledges that breach of the covenants in this Notice may cause Employer irreparable harm and that monetary damages may be inadequate. Employer shall be entitled to injunctive relief, specific performance and any other remedies available at law or in equity. Employee agrees that Employer may seek temporary or permanent injunctive relief without posting bond where permitted by law.

7. Severability and Blue-Penciling. If any provision of this Notice is held invalid or unenforceable by a court of competent jurisdiction, the parties agree that the court may reform or modify the provision to the minimum extent necessary to render it valid and enforceable and that the remaining provisions shall remain in full force and effect.

8. Governing Law. This Notice shall be governed by and construed in accordance with the substantive laws of the state designated by Employer as its principal place of business, without regard to conflict-of-law principles, except to the extent a choice of law is limited by mandatory provisions of other jurisdictions.

Exceptions and Existing Agreements

Employee represents and warrants that, except as disclosed below, Employee is not subject to any agreement, assignment, or restriction that would conflict with the obligations set forth in this Notice.

Acknowledgments, Certifications and Authorizations

At-Will Employment: Employee acknowledges and understands that, unless otherwise agreed in a separate written agreement signed by an authorized representative of Employer, Employee's employment is at-will and may be terminated by either party at any time with or without cause or notice.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to race, color, religion, sex, national origin, age, disability, or other characteristics protected by applicable law.

Authorization to Contact and Background Check: Employee authorizes Employer and its agents to contact prior employers and professional references, and to obtain background checks and verification of the information provided in this Notice to the extent permitted by law.

Please indicate acknowledgment and consent by checking the boxes below:

I acknowledge receipt of the covenants regarding Confidential Information and Nondisclosure.

I acknowledge and agree to the intellectual property assignment provisions.

I acknowledge the non-competition and non-solicitation restrictions described above.

I authorize Employer to contact prior employers and conduct background checks as described above.

Employee Certification

I certify that all information provided in this Notice is true and complete to the best of my knowledge. I understand that any misrepresentations or omissions may result in disciplinary action, up to and including termination. I further acknowledge that I have read and understand the covenants described above and that I have been given an opportunity to ask questions and seek independent advice prior to signing.

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