Employee IP Agreement

EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT

Parties and Effective Date

This Employee Intellectual Property Agreement ("Agreement") is entered into between Employer Name: and Employee Name: (collectively, the "Parties"), effective as of .

Personal Information

Position Information

Proposed Start Date:   Compensation (annual or hourly):

Definitions

For purposes of this Agreement: (a) "Inventions" means all discoveries, improvements, developments, designs, works of authorship, trade secrets, processes, software, mask works, know-how and other tangible or intangible results of work performed by Employee, whether or not patentable or registrable under copyright or similar laws; (b) "Work Product" means inventions and other deliverables conceived, reduced to practice, or created by Employee during the period of employment to the extent they relate to the Employer's business or actual or demonstrably anticipated research or development; (c) "Confidential Information" means nonpublic information disclosed by Employer relating to business plans, technical data, pricing, customer lists and any other proprietary information.

Assignment of Inventions

Employee hereby assigns, and agrees to assign, to Employer all right, title and interest in and to all Inventions and Work Product conceived, developed, or reduced to practice by Employee, either solely or jointly, during the period of Employee's engagement with Employer, that (i) arise out of Employee's work for Employer, (ii) result from the use of Employer's time, materials, facilities or Confidential Information, or (iii) relate to Employer's actual or demonstrably anticipated research or development.

Disclosure of Prior Inventions

Employee represents that, except as listed below, there are no prior inventions that Employee has invented, conceived, or reduced to practice that would conflict with Employee's obligations under this Agreement. If applicable, list prior inventions and identify any agreement under which such inventions are assigned:

Invention Disclosure and Obligations

Employee shall promptly disclose in writing to Employer all Inventions and Work Product made, conceived, reduced to practice or learned by Employee during the period of employment that relate to Employer's business or resulted from work performed for Employer. Disclosures shall be made using the following summary of Invention(s):

Excluded Inventions

The parties agree that inventions for which no equipment, supplies, facilities or Confidential Information of Employer were used and which were developed entirely on Employee's own time without use of Employer resources may be excluded from assignment provided Employee lists such inventions and certifies that they meet these conditions:

Confidentiality and Trade Secrets

Employee shall hold in confidence and not disclose or use any Confidential Information except as necessary to perform Employee's duties for Employer. Employee agrees to take reasonable steps to protect such information and to return all Employer property and materials containing Confidential Information upon termination.

Moral Rights, Waiver, and Further Assurances

To the extent permitted by law, Employee irrevocably waives any moral rights or similar rights in Inventions and Work Product being assigned hereunder. Employee will execute, at Employer's expense, such instruments and perform such further acts as may be reasonably required to obtain, maintain and enforce patent, copyright or other proprietary protection in the assigned Inventions.

Consideration

Employee acknowledges that the consideration for this Agreement includes initial or continued employment, access to Confidential Information, training and other legitimate business interests of Employer. Employee further acknowledges that this consideration is adequate and sufficient.

Term, Survival and Remedies

The obligations of Employee under this Agreement shall survive the termination of Employee's relationship with Employer to the extent necessary to effectuate the purpose of this Agreement. Employee agrees that Employer shall be entitled to injunctive relief and any other remedies available at law or equity to enforce this Agreement.

Choice of Law and Severability

This Agreement shall be governed by and construed in accordance with the laws of the state identified by Employer without regard to its conflict of law principles. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Employment History (Most Recent Employers)

Education

References (Professional)

Legal Disclosures

At-Will Employment: Employee acknowledges that Employee's employment, if any, is at-will, meaning either Employee or Employer may terminate the employment relationship at any time for any lawful reason, with or without cause or notice, unless an express written agreement provides otherwise.

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

Background and References Authorization

Employee authorizes Employer to contact former employers, educational institutions, references and other third parties to verify information provided and to conduct background checks, including criminal, credit, and employment history where permitted by law.

Authorize Employer to conduct background checks and contact references as described above.

Applicant / Employee Certification and Acknowledgment

I certify that all information provided in this Agreement and accompanying disclosures is true, complete and correct to the best of my knowledge. I understand that any material misrepresentation, omission or falsification may be grounds for disciplinary action, including termination of employment and forfeiture of rights under this Agreement. I further acknowledge receipt of a copy of this Agreement and that I have read, understand and accept its terms.

I certify the statements above are true and I accept the terms of this Agreement.

Acknowledgment of Receipt of Consideration

Employee acknowledges receipt of adequate consideration for entering into this Agreement, including employment, access to Confidential Information, or other benefits described in Employer's offer or policy documents.

Additional Provisions

No assignment of Employee's rights under this Agreement shall be valid without Employer's written consent. Employee shall not be relieved of obligations by reason of any settlement or compromise between Employer and a third party. Employer may assign this Agreement to any successor entity.

Miscellaneous Employee Disclosures

Does Employee have any existing agreement with a third party that contains confidentiality, noncompetition, or invention assignment obligations that could affect the Employee's ability to perform duties here?   Yes   No

Employee Obligations Upon Termination

Upon termination of employment, Employee shall immediately return all Employer property, materials and any copies containing Confidential Information and shall cooperate with Employer, at Employer's expense, in securing and enforcing Employer's intellectual property rights.

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