Employee License Agreement

EMPLOYEE LICENSE AGREEMENT

This Employee License Agreement (the Agreement) is entered into between Employer Name: with principal address: and Employee Name: . Effective Date:

Personal Information

Position Information

Start Date: Salary/Compensation:

Background — Employment History

Employer 1

Start: End:

Employer 2

Start: End:

Education

Graduation Date:

References (Professional)

License and Assignment of Inventions and Works

1. Employee acknowledges and agrees that all inventions, discoveries, processes, software, technical information, works of authorship, designs, drawings, know-how and other intellectual property (collectively, Inventions) that Employee conceives, develops, reduces to practice, or authors, either solely or jointly, during the period of employment and within the scope of Employee's employment or with the use of Employer's equipment, facilities, confidential information or trade secrets, are the exclusive property of Employer. Employee hereby irrevocably assigns and agrees to assign to Employer all right, title and interest in and to such Inventions.

2. Employee will promptly disclose in writing to Employer all Inventions and provide reasonable cooperation, signatures and assistance, including executing assignments and providing testimony, to secure and enforce Employer's rights, at Employer's expense. Employee represents that no prior agreement or obligation prevents Employee from making the assignments required by this Agreement.

Copyrights; Work Made for Hire; Moral Rights

Any work of authorship created by Employee within the scope of employment shall be deemed a work made for hire. To the extent such work does not qualify as a work made for hire, Employee assigns all right, title and interest in such works, including copyrights and moral rights, to Employer, and waives and agrees not to assert any moral rights against Employer or its successors.

License Back and Compensation

If Employer elects to license or commercialize any Invention outside of Employee's regular duties, Employer may, in Employer's sole discretion, provide additional compensation, royalties, or equitable consideration to Employee. Any such compensation will be documented in a separate written agreement signed by both parties. Employee acknowledges that no additional compensation is owed except as expressly set forth in a separate writing.

Confidential Information

Employee will not disclose, use or permit use of Employer's confidential information or trade secrets except as required in the performance of Employee's duties. All confidential information remains Employer property and must be returned promptly upon termination of employment or upon Employer's request.

Representations; Warranties; Indemnity

Employee represents and warrants that Employee's performance of this Agreement and the assignment of rights hereunder do not and will not violate any obligation to any third party. Employee agrees to indemnify and hold Employer harmless from any claim alleging a breach of this representation.

Return of Materials; Residuals

Upon termination of employment or upon Employer's request, Employee will return all Employer property and materials containing confidential information. Nothing in this Agreement limits Employer's ability to use skills, knowledge and experience retained in Employee's memory (residuals) provided no tangible confidential information is disclosed.

Notices

Notices under this Agreement shall be in writing and delivered to the contact information provided by each party at the beginning of this Agreement or to such other address as a party designates in writing.

Governing Law; Severability; Remedies

This Agreement will be governed by the laws of the state identified as Employer principal place of business. If any provision is held unenforceable, the remaining provisions will remain in full force. Employer is entitled to injunctive relief and other equitable remedies in addition to damages for breach of the covenants in this Agreement.

At-Will Employment and Equal Opportunity

Employment with Employer is at-will and may be terminated by either party at any time, with or without cause, unless modified by a written agreement signed by an authorized representative of Employer and Employee. Employer provides equal employment opportunity and does not discriminate on the basis of protected characteristics. Nothing in this Agreement alters the at-will nature of employment.

Authorization and Background Checks

Employee authorizes Employer to contact previous employers and references to verify information provided. Employee also authorizes Employer to conduct background checks where permitted by law. Employee's signature below constitutes consent to these verifications.

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

Applicant Certification

I certify that all information provided in this Agreement and accompanying materials is true, complete, and accurate to the best of my knowledge. I understand that any false statement or material omission may be grounds for disciplinary action, up to and including termination of employment. I have read and understand the terms of this Employee License Agreement and agree to be bound by its terms.

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