Employee Software Agreement

EMPLOYEE SOFTWARE AGREEMENT

This Employee Software Agreement ("Agreement") is entered into by and between Employer Name: and Employee Name: . Effective Date:

Personal Information

Position Information

Intended Start Date:   Salary (annual):

Employment History

Education

Graduation Date:

References (Professional)

Phone:   Email:

Phone:   Email:

Phone:   Email:

Key Agreement Terms

1. Assignment of Inventions. Employee hereby assigns to Employer all right, title and interest in and to any inventions, discoveries, software, source code, object code, algorithms, designs, documentation, know-how and other works of authorship (collectively, "Inventions") that Employee conceives, develops, reduces to practice or makes, either alone or with others, during the period of Employee's employment with Employer insofar as such Inventions relate to Employer's business or result from use of Employer's resources. Employee agrees to execute instruments and take actions reasonably requested by Employer to effectuate assignment of such Inventions.

2. Prior Inventions. Employee represents that all Inventions conceived or developed prior to the Effective Date and not assigned to Employer are listed below. If none, check the box.

I certify there are no prior inventions to disclose.

3. Confidential Information. Employee will hold in strict confidence and not use, disclose or permit disclosure of Confidential Information — including trade secrets, technical data, software code, customer lists and pricing — except as required to perform duties for Employer. Confidential Information excludes information that is (a) in the public domain without breach by Employee, (b) rightfully received from a third party without restriction, or (c) independently developed by Employee without use of Employer materials.

4. Work Product Ownership. All original software code and documentation produced by Employee in the scope of employment (the "Work Product") shall be Employer's sole property. Employee assigns all copyrights, moral rights to the extent permitted by law, and other proprietary rights in Work Product to Employer.

5. Open Source and Third-Party Code. Employee shall not incorporate third-party code or open source software into Employer's products in a manner that imposes obligations or encumbrances on Employer without prior written approval. Employee hereby warrants that, to the best of Employee's knowledge, Work Product does not infringe third-party intellectual property rights.

6. Consideration. Employee acknowledges that Employee's employment, continued employment, access to Employer's systems and other consideration constitute adequate and bargained-for consideration for the assignments and covenants made herein.

7. Return of Materials. Upon termination or at Employer's request, Employee will immediately deliver to Employer all Employer materials, devices, and copies of any Work Product or Confidential Information.

8. Remedies; Injunctive Relief. Employee acknowledges that monetary damages may be inadequate and that Employer is entitled to seek equitable relief, including injunction, to enforce this Agreement in addition to any other remedies available at law or in equity.

9. Governing Law; Severability. This Agreement shall be governed by the laws of the State of . If any provision is held unenforceable, the remaining provisions remain in full force.

10. Survival. The obligations of confidentiality, assignment and return of Employer materials survive termination of employment.

Legal Disclosures & Authorizations

At-Will Employment: Employment with Employer is at-will, which means either Employer or Employee may terminate the employment relationship at any time, with or without cause and with or without notice, unless a separate written agreement provides otherwise.

I acknowledge and accept At-Will Employment.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics.

I acknowledge receipt of the Equal Opportunity statement.

Background Checks and References: By signing this Agreement, Employee authorizes Employer to contact prior employers and references and to obtain criminal, credit and other background checks to the extent permitted by law.

I authorize Employer to conduct reference and background checks.

Applicant Certification

I certify that all information provided in this Agreement and in any accompanying application or resume is true, complete and correct to the best of my knowledge. I understand that false statements, omissions or misrepresentations may result in disciplinary action, including termination.

Initials:

Compliance with Third-Party Licensing: Employee agrees to comply with Employer's policies regarding third-party and open source licensing and to disclose any inclusion of open source components in Work Product.

I confirm understanding of third-party/open source obligations.

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Amendments: Any amendment to this Agreement must be in writing and signed by both parties.

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