Employee Proprietary Document

EMPLOYEE PROPRIETARY DOCUMENT

This Employee Proprietary Document (the Agreement) is entered into by and between Employer Name: (Employer) and Employee Name: effective as of Effective Date: .

Definitions

"Confidential Information" means all non-public information of the Employer or its affiliates disclosed to Employee, whether in written, oral, electronic, or other form, including but not limited to business plans, customer lists, pricing, processes, formulas, designs, technical data, source code, inventions, financial information and trade secrets. Confidential Information does not include information that is publicly known through no fault of Employee or rightfully received from a third party without restriction.

Ownership and Assignment

Employee agrees that all inventions, discoveries, improvements, trade secrets, processes, designs, source code, works of authorship, developments or innovations (collectively, Inventions) conceived, reduced to practice, or developed by Employee, either alone or with others, during the term of employment and which relate to the Employer's business or actual or demonstrably anticipated research and development, shall be the exclusive property of the Employer. Employee hereby assigns and agrees to assign to Employer, without further consideration, the entire right, title and interest in and to such Inventions and all intellectual property rights therein.

Confidentiality Obligations

Employee shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly authorized in writing by Employer; (b) use Confidential Information solely for the performance of Employee's duties for Employer; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. These obligations survive termination of employment for as long as the information remains confidential.

Permitted Disclosures; Return of Materials

Permitted disclosures are limited to those required by law or with Employer's prior written consent. Upon termination of employment or upon Employer request, Employee shall promptly return all Employer property, documents and materials containing Confidential Information and shall not retain copies.

Term; Remedies; Injunctive Relief

Employee's obligations under this Agreement commence on the Effective Date and continue for the duration required to protect Employer's legitimate business interests. Employee acknowledges that any breach will cause Employer irreparable harm not adequately compensable by damages, and Employer may seek injunctive relief and specific performance without posting bond in addition to other remedies.

No Conflict; Cooperation

Employee represents that execution and performance of this Agreement will not breach any other agreement to which Employee is bound. Employee will cooperate and execute documents reasonably requested by Employer to evidence or effectuate the assignment of Inventions or protection of Confidential Information.

Severability; Governing Law

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force. This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

Acknowledgment of Receipt

Employee acknowledges receipt of this Agreement, confirms understanding of its terms, and agrees to abide by its provisions. Employee further acknowledges that compliance with this Agreement is a condition of employment.

Personal Information

Position Information

Employment Type: Full-Time Part-Time Contractor

Employment History (Most Recent)

Dates Employed: From To

Employment History (Prior)

Dates Employed: From To

Education

References

Legal Disclosures

At-Will Employment: Employment with Employer is on an at-will basis, which means either Employee or Employer may terminate the employment relationship at any time, with or without cause and with or without notice, unless otherwise expressly agreed in a signed writing.

Equal Opportunity: Employer is an equal opportunity employer and does not unlawfully discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic under applicable law.

I acknowledge the At-Will statement.

I acknowledge the Equal Opportunity statement.

Applicant Certification and Authorizations

I certify that all information I have provided on this form is true, complete and correct to the best of my knowledge. I understand that misrepresentation or omission of material facts may be cause for refusal to hire or for immediate termination if discovered after employment.

I authorize Employer to contact my past employers, educational institutions and references to verify the information provided and to conduct background checks as permitted by law. I consent to such investigations and release prior employers and other persons from liability for disclosure of information.

I certify that the information provided is true and authorize the background and reference checks described above.

Additional Provisions

Survival: All obligations concerning Confidential Information, assignment of Inventions and remedies shall survive termination of employment and this Agreement. Employer's failure to enforce a right does not constitute a waiver of that right.

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