Employee Software Term Agreement

EMPLOYEE SOFTWARE TERM AGREEMENT

Parties and Effective Date

This Employee Software Term Agreement ("Agreement") is entered into between Employer Name: with principal place of business at and Employee Name: Effective Date:

Recitals and Definitions

WHEREAS, Employee is or will be employed by Employer in a capacity that may involve creation, improvement, maintenance or contribution to software, source code, algorithms, documentation, tools, and related materials (collectively, "Software"); and

WHEREAS, Employer desires to secure ownership, assignment and related rights in such Software, and Employee agrees to assign, disclose and otherwise cooperate as provided herein.

Personal Information

Position Information

Full-time Part-time Exempt Non-exempt

Ownership, Assignment and License

1. Assignment of Inventions and Software. Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to any Software, inventions, discoveries, improvements, and related works of authorship conceived, reduced to practice, authored, written or otherwise developed by Employee, either alone or jointly with others, during the period of employment to the extent such Software relates to Employer's business or results from Employee's use of Employer resources. Employee will execute all documents reasonably requested by Employer to effect such assignment.

2. Works Made for Hire and License. To the extent any Software does not qualify as a work made for hire, Employee grants and assigns to Employer the exclusive, perpetual, worldwide right to use, copy, modify, distribute, sublicense and otherwise exploit such Software. Employee acknowledges that compensation for this Agreement is included in Employee's regular employment compensation unless otherwise specified below.

Disclosure of Prior and Third-Party Code

Employee represents that, except as disclosed in writing below, Employee has no existing obligations or third-party agreements that would limit the assignment or use of Software assigned under this Agreement. Employee agrees to disclose any incorporated third-party code, open source components, license terms, or pre-existing code below and shall obtain prior written approval from Employer for any third-party license obligations that would be binding on Employer.

Employee Obligations and Cooperation

Employee agrees to maintain contemporaneous records of Software development, promptly disclose to Employer the existence and details of all Software, assist Employer (at Employer's expense) in obtaining, enforcing and defending intellectual property rights, and to assign to Employer any rights and execute documents reasonably necessary to perfect Employer's ownership.

Confidentiality and Return of Materials

Employee shall maintain Employer's confidential information and trade secrets in strict confidence and shall not disclose or use such information except as necessary in the performance of Employee's duties. Upon termination of employment or at Employer's request, Employee shall promptly return or certify the destruction of all Employer materials and copies thereof, including code, documentation and devices containing such materials.

Representations, Warranties and Indemnity

Employee represents and warrants that Employee is the sole author of all assigned Software to the extent claimed, that assignment does not violate any third-party obligation, and that Employee has full power to grant the rights herein. Employee will indemnify and defend Employer from any claims arising from breach of such representations.

Term; Survival; Termination

This Agreement is effective as of the Effective Date and survives termination of Employee's employment to the extent necessary to effect the provisions herein. Provisions regarding assignment, confidentiality, warranty, indemnity and ownership shall survive termination or expiration of this Agreement.

Remedies; Limitation

Employee acknowledges that a breach of this Agreement may result in irreparable harm to Employer for which monetary damages are inadequate; accordingly, Employer may seek equitable relief in addition to remedies at law. Except for willful misconduct, neither party shall be liable for incidental or consequential damages arising out of this Agreement.

Governing Law and Miscellaneous

This Agreement shall be governed by the laws of the state specified below without regard to conflict-of-law principles. Notices shall be delivered to the addresses set forth in this Agreement. If any provision is held invalid, the remaining provisions shall remain in force. This Agreement constitutes the entire agreement on the subject and may be amended only by a written instrument signed by both parties.

Employment History (Most Recent)

Employment History (Prior)

Education

References

Legal Disclosures

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

Equal Employment Opportunity: Employer is an equal opportunity employer. Decisions regarding recruitment, hiring, promotion and other terms and conditions of employment are made without regard to protected characteristics as defined by applicable law.

Background Checks and Authorization: Employee hereby authorizes Employer to contact prior employers, references and educational institutions and to obtain background, criminal history and other consumer reports as permitted by law. Employee further authorizes such third parties to provide information to Employer and its agents.

I consent to background checks and authorize contact with prior employers and references.

Certification by Employee

I certify that all information provided in this Agreement and accompanying attachments is true, complete and accurate to the best of my knowledge. I understand that false statements or omissions may be grounds for discipline, including termination. I have read and understand the provisions of this Agreement and agree to be bound by its terms.

Employee Initials:

Notices

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