Employee Licensing Agreement

EMPLOYEE LICENSING AGREEMENT

Parties and Effective Date

This Employee Licensing Agreement (the "Agreement") is entered into as of by and between Employer: and Employee: .

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Licensed Works" means all creations, inventions, designs, software, documentation, processes, source code, object code, schematics, drawings, know-how, trade secrets, and other tangible or intangible works, whether or not patentable or copyrightable, that are specifically identified in the Licensed Materials section below or are created, reduced to practice, or developed by Employee in whole or in part during the Term of Employee's engagement and which relate to Employer's business or result from duties performed for Employer.

Employee Contact & Position Information

Licensed Materials and Scope

Employee hereby grants to Employer the following license(s) with respect to the Licensed Works (select all that apply):

Consideration

In consideration for the license granted herein, Employer shall provide the following to Employee:

Ownership; Pre-Existing Works

Employee acknowledges that Employer retains ownership of Employer Confidential Information and that any works created by Employee within the scope of employment or using Employer resources are the sole property of Employer unless expressly agreed otherwise in writing.

Confidentiality and Return of Materials

Employee shall keep confidential all Employer Confidential Information and shall not disclose such information except as required to perform Employee's duties. Upon termination of employment or upon Employer's request, Employee shall promptly return all materials and assets containing confidential information.

Representations, Warranties, and Indemnification

Employee represents and warrants that Employee has full right and authority to grant the licenses granted herein and that the Licensed Works do not infringe the rights of any third party. Employee agrees to indemnify, defend, and hold harmless Employer from any claims, losses, liabilities, or expenses arising out of a breach of these representations and warranties.

Term; Termination

This Agreement commences on the Effective Date and continues for the duration of Employee's engagement with Employer unless earlier terminated as provided herein. Employer may terminate Employee's license or access to Licensed Works upon separation from employment, subject to any surviving provisions explicitly stated to survive termination.

Governing Law; Remedies

This Agreement shall be governed by the laws of the state specified below. Remedies for breach include injunctive relief, specific performance, and recovery of damages and costs, as allowed by law.

Notices

Notices under this Agreement must be given in writing to the address listed for each party in this Agreement and are effective upon personal delivery, nationally recognized overnight courier delivery, or receipt of certified mail.

HR Supplement: Employment History

Education

References (Professional)

Legal Disclosures & Applicant Certification

At-Will Employment: Employee acknowledges that, unless otherwise agreed in a separate written agreement signed by Employer and Employee, employment is at-will and either party may terminate the employment relationship at any time, with or without cause or notice.

Equal Opportunity: Employer is an equal opportunity employer and does not discriminate on the basis of protected characteristics. Employee acknowledges receipt of and agreement to abide by Employer policies regarding nondiscrimination.

Authorization to Contact and Background Check: Employee authorizes Employer and its agents to contact previous employers and references and to conduct background, credit, and criminal record checks as permitted by law. Employee consents to release of such information to Employer.

Applicant Certification: I certify that all information provided in this Agreement and the accompanying employment records is true, complete, and accurate to the best of my knowledge. I understand that any material misrepresentation or omission may result in disciplinary action, up to and including termination of employment and revocation of any license granted herein.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Entire Agreement: This Agreement constitutes the complete and exclusive statement of the agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings related thereto.

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