Employee IP Rights Assignment

EMPLOYEE INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT

Parties and Effective Date

This Employee Intellectual Property Rights Assignment (the Agreement) is entered into by and between Employer Name: and Employee Name: (each a Party and collectively the Parties) effective as of:

Personal Information

Position Information

Employment History (Most Recent Two Employers)

Education

References (Professional)

Legal Disclosures

At-Will Employment Statement: The Parties acknowledge and agree that this Agreement does not alter the at-will nature of employment unless a separate written agreement signed by an authorized representative of Employer provides otherwise. The employee's employment may be terminated by either Party at any time, with or without cause, subject to applicable law.

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

Definitions

"Inventions" means all discoveries, innovations, improvements, processes, formulas, algorithms, designs, drawings, prototypes, know-how, developments, and ideas, whether or not patentable or reduced to practice, that (a) are conceived, developed, or reduced to practice by Employee, alone or with others, during the period of Employee's engagement with Employer and (b) relate to Employer's actual or demonstrably anticipated business, research, development, or activities or that result from the use of Employer's time, materials, facilities, or Confidential Information.

"Works" means all original works of authorship, including software, documentation, technical reports, and audiovisual works created by Employee in the course of employment or using Employer resources.

Assignment of Rights

Employee hereby assigns and agrees to assign to Employer all worldwide right, title and interest in and to all Inventions and Works, including all patent rights, copyrights, trade secrets, and all other intellectual property rights therein. This assignment shall include rights in any developments made by Employee either during or after normal working hours if such developments arise out of or are related to Employee's duties, Employer's business, or the use of Employer's resources.

Disclosure of Prior Inventions

Employee represents that the inventions listed below (if any) are the only inventions that Employee claims as prior inventions. Employee acknowledges that any invention not listed below will be presumed to have been made during Employee's engagement and assigned to Employer.

Employee Obligations; Cooperation

Employee agrees to promptly disclose to Employer all Inventions and Works and to assist Employer, at Employer's expense, in obtaining, maintaining, and enforcing patents, copyrights, and other rights in any country. Employee further agrees to execute any documents reasonably requested by Employer to vest and confirm ownership of such rights in Employer. If Employer is unable after reasonable effort to secure Employee's signature on any required document, Employee hereby irrevocably appoints Employer as Employee's agent and attorney-in-fact to execute such documents on Employee's behalf.

Moral Rights; Copyright

To the fullest extent permitted by law, Employee hereby irrevocably waives, and agrees not to assert, any moral rights or similar rights in any Work assigned to Employer. Employee assigns to Employer all rights, title and interest in and to any copyrightable Work and all renewals and extensions thereof.

Consideration

Employee acknowledges that the consideration for this Agreement includes Employee's employment, continued employment, compensation, access to Employer's facilities, and other good and valuable consideration, the sufficiency of which Employee hereby acknowledges.

Confidentiality; Return of Materials

Employee shall hold in confidence and not disclose or use any Confidential Information of Employer except as necessary in the performance of Employee's duties. Upon termination of employment or upon Employer's request, Employee shall immediately deliver to Employer all documents, materials, and property containing Confidential Information or embodying any Invention or Work assigned hereunder.

Representations and Warranties

Employee represents and warrants that (a) Employee has the full right to enter into this Agreement, (b) any Invention listed as a prior invention is owned solely by Employee and is fully described here, and (c) to Employee's knowledge, the assigned Inventions do not infringe the rights of any third party. Employee agrees to indemnify Employer for any loss resulting from breach of these representations.

Remedies; Injunctive Relief

Employee acknowledges that a breach of this Agreement may cause Employer irreparable harm for which monetary damages would be inadequate. Accordingly, Employer shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, including recovery of costs and attorneys' fees.

Governing Law; Severability; Entire Agreement

This Agreement shall be construed in accordance with the laws of the State of without regard to conflict of law principles. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings concerning such subject matter.

Acknowledgment; Employee Certification

I certify that all information provided in this Agreement is true and complete. I understand my obligations to disclose prior inventions and to assign and cooperate with respect to the Inventions and Works described herein. I authorize Employer to take any actions reasonably necessary to effectuate the purposes of this Agreement.

Consent to Background and Reference Checks

Employee hereby authorizes Employer to contact prior employers and references identified herein and to perform any background checks permitted by law as a condition of employment or continued employment.

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