Employee Product Agreement

EMPLOYEE PRODUCT AGREEMENT

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Position Information

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Professional References

Legal Disclosures

At-Will Employment: The parties acknowledge that, unless otherwise agreed in a separate written agreement, employment with the Employer is at-will and may be terminated by either party at any time, with or without cause or notice.

Equal Opportunity: Employer is an equal opportunity employer. Applicant represents that the information provided is true and that no information has been omitted which would materially affect the decision to employ.

Employee Product Agreement — Terms

Recitals: Employer is engaged in the business of developing, manufacturing and selling products and services. Employee is or will be employed in a capacity in which Employee may conceive, design, develop, or reduce to practice products, improvements, processes, software, designs, documentation, and other works (collectively, "Products"). This Agreement sets forth the rights and obligations with respect to such Products.

Definitions: For purposes of this Agreement, "Invention" means any discovery, improvement, concept, design, prototype, process, formula, algorithm, mask work, semiconductor layout, software (including source and object code), database, trade secret, or other intangible creation whether or not patentable, conceived, reduced to practice, or developed by Employee, either alone or jointly, during the period of employment and related to the Employer's business or using the Employer's resources.

Assignment of Inventions: Employee hereby assigns and agrees to assign to Employer all right, title, and interest in and to all Inventions, and any and all intellectual property rights therein, that (a) are conceived or reduced to practice by Employee during the period of employment, or (b) relate to Employer's actual or demonstrably anticipated business, research, or development, or (c) result from work performed for Employer. Employee agrees to execute documents and take actions reasonably requested by Employer to effectuate this assignment.

Disclosure and Cooperation: Employee shall promptly disclose to Employer any Invention and shall assist Employer, at Employer's expense, in obtaining and enforcing rights in such Invention, including executing patent applications, assignments, or other documents.

Works for Hire and License Back: To the extent any Product or work does not qualify as a work made for hire under applicable law, Employee assigns all rights to Employer. If Employer elects, in writing, to grant Employee a limited license to use certain non-confidential aspects of a Product, such license will be nonexclusive, nontransferable, and subject to written terms executed by both parties.

Compensation for Assigned Rights: Except as may be set forth in a separate written agreement, Employee acknowledges that compensation for employment constitutes full consideration for the obligations under this Agreement. Any specific monetary compensation, bonuses, or royalty terms for particular Products shall be documented in writing and signed by Employer's authorized representative.

Confidentiality: Employee will maintain in confidence all confidential, proprietary, or trade secret information of Employer and will not disclose such information except as authorized by Employer or required by law. Employee's obligation of confidentiality survives termination of employment.

Use of Employer Resources: Inventions developed using Employer time, material, facilities, data, or information are presumed to have been created in the scope of employment and are assigned to Employer. Employee will maintain records of development activities as reasonably requested by Employer.

Exceptions: Employee may identify written exceptions to assignment by listing them in the Pre-existing Inventions section above. Employer may reasonably review and accept or dispute claimed exceptions; absent written acceptance by Employer, claimed exceptions are not effective.

Remedies and Injunctive Relief: Employee acknowledges that breach of this Agreement will cause irreparable harm to Employer for which monetary damages may be inadequate. Employer is therefore entitled to seek equitable relief including injunction and specific performance in addition to any other remedies available at law or equity.

Governing Law; Severability: This Agreement shall be governed by the substantive laws of the state identified in the Notices section below without regard to conflict-of-law principles. If any provision is held invalid, the remaining provisions shall remain in full effect.

Authorizations and Certifications

Applicant Certification: I certify that all information provided in this form is true, complete, and correct to the best of my knowledge. I understand that falsification or omission of information may be grounds for disciplinary action, up to and including termination.

Notices

Notices to Employer must be sent to the address below. Employer may deliver notices to Employee at the address listed in this form or to an electronic address provided in writing.

Miscellaneous

Survival: Provisions relating to confidentiality, assignment, remedies, and any other clause that by its nature should survive termination of employment shall survive termination or expiration of this Agreement.

Acknowledgment and Agreement

By signing below, Employee acknowledges receipt of this Employee Product Agreement, certifies that Employee has read and understands its terms, and agrees to be bound by its provisions. Employer represents that the person signing on its behalf is authorized to bind the Employer.

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