Employee Developer Agreement

EMPLOYEE DEVELOPER AGREEMENT

This Employee Developer Agreement (the "Agreement") is entered into between Employer Name: and Employee Name: effective as of .

Personal Information

Position and Compensation

Start Date:   Salary (annual):   Pay Frequency:

Position is classified as: Exempt Non‑exempt

Equity / Stock Option Award (if any):

Employment History

Education

References

Terms of Employment — Core Provisions

Employment Status: Employee will be employed as a software developer and will perform duties and responsibilities as assigned by the Company. Employee acknowledges that employment is at-will, which means either Employee or Employer may terminate the employment relationship at any time, with or without cause or prior notice, except to the extent otherwise provided in a separate written agreement signed by both parties.

Duties and Performance: Employee shall devote full working time, attention, skill and efforts to the duties of the position, comply with Employer policies, and meet performance objectives. Employee agrees to maintain code quality, follow secure development practices, and participate in code reviews and design processes.

Confidentiality and Proprietary Rights

Confidential Information: Employee will hold in strict confidence and not use or disclose to any third party any Confidential Information of Employer, whether acquired before or after the effective date of this Agreement. Confidential Information includes but is not limited to technical information, source code, algorithms, product roadmaps, customer data, pricing, business strategies, and trade secrets.

Assignment of Inventions: Employee assigns and agrees to assign to Employer all right, title and interest in and to any and all inventions, discoveries, improvements, software (including source code), designs, developments, processes, works of authorship and trade secrets, whether or not patentable, that are conceived, developed or reduced to practice by Employee, alone or with others, during the period of employment and within the scope of Employee's duties for Employer ("Inventions"). Employee shall promptly disclose all Inventions to Employer in writing.

Excluded Works: Employee shall identify in writing prior inventions owned by Employee at the time of hire. Any invention listed and acknowledged in writing will be excluded from assignment under this Agreement. Inventions developed entirely on Employee's own time without use of Employer resources and not related to Employer's business are excluded to the extent permitted by law.

Open Source and External Contributions

Use of Open Source: Employee must comply with Employer's open source policy. Any external contribution to open source projects that relates to Employer's business, or that uses Employer resources, requires prior written approval by Employer.

Moral Rights: To the extent permitted by applicable law, Employee hereby waives and agrees not to assert any moral rights or similar rights in connection with Inventions and works of authorship assigned to Employer.

Restrictions — Non-Solicit and Confidentiality

Non-Solicit: For a period of following termination of employment, Employee will not directly solicit Employer's employees or active customers for competitive services, except as expressly permitted in writing by Employer. These restrictions shall be limited to the extent necessary to protect legitimate business interests and consistent with applicable law.

Termination

Termination for Cause: Employer may terminate Employee for cause for material breach, willful misconduct, gross negligence, dishonesty, or unauthorized use or disclosure of Confidential Information. Employer will provide written notice of causes and an opportunity to cure where required by law.

Severance: Any severance or post-termination payments will be governed by the Employer's written policies or separate agreement. No severance is owed except as expressly provided in writing.

Background Check and Authorization

Employee authorizes Employer and its agents to investigate Employee's background, employment history, education, criminal record and other relevant information. Employee consents to such investigations and to Employer contacting prior employers and references.

Legal Provisions

Governing Law and Venue: This Agreement will be governed by and construed in accordance with the laws of the state specified for notices below, without regard to conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for disputes arising from this Agreement, except where arbitration is provided below.

Dispute Resolution: The parties agree that any dispute arising out of this Agreement relating to the assignment of inventions, confidentiality, or trade secrets shall be subject to equitable relief in addition to any other remedies. For other disputes, the parties may agree to mediation or binding arbitration as set forth in Employer policy or a separate arbitration agreement.

Severability and Entire Agreement: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any applicable equity or bonus agreements expressly incorporated herein, constitutes the entire agreement between the parties relating to Employee's employment and supersedes prior agreements and understandings, whether written or oral.

Acknowledgements and Certifications

I certify that all information provided in this Agreement and in any application material is true, complete and correct to the best of my knowledge. I understand that false statements may be grounds for disqualification or termination of employment.

Authorization to Execute: Employee acknowledges receipt of this Agreement, understands its terms, and represents that Employee has authority to enter into this Agreement. Employee acknowledges that Employer provided reasonable opportunity to review this Agreement and consult counsel prior to signing.

Notices

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