Employment Invention Assignment

EMPLOYMENT INVENTION ASSIGNMENT

This Employment Invention Assignment (the Agreement) is made effective as of by and between the Employer and the Employee identified below.

Parties

Personal & Position Information

Definitions

For purposes of this Agreement, "Invention" means any discovery, improvement, trade secret, design, process, know-how, software, mask work, database, formula, technique, machine, or work of authorship, whether or not patentable or registrable under copyright or mask work law, that is conceived, reduced to practice, developed, or created by Employee, alone or with others, during the period of Employee's engagement with Employer, whether during normal working hours or otherwise, and whether or not developed on Employer premises or with Employer equipment or proprietary information.

Assignment of Rights

Employee hereby irrevocably assigns and agrees to assign to Employer all of Employee's right, title, and interest in and to all Inventions. Employee agrees, without further consideration, to execute any instruments and to do all things reasonably requested by Employer to apply for, obtain, maintain, enforce, and transfer patents, copyrights, trade secret protection, or other proprietary rights covering such Inventions in any and all countries.

Disclosure of Prior Inventions

Employee represents that all inventions, if any, that the Employee regards as the Employee's property and which were made prior to commencement of employment and that the Employee desires to exclude from this Agreement are listed in a written disclosure attached as Schedule A. Absent a timely and complete listing in Schedule A, Employee acknowledges there are no prior inventions to exclude.

Disclosure and Notification Obligations

Employee agrees to disclose promptly in writing to Employer all Inventions made or conceived by Employee during employment. Disclosure shall be made no later than days after conception or discovery. Employee will provide a reasonably detailed written description and any supporting documentation necessary to evaluate the Invention.

Exceptions and Retained Rights

Inventions listed in Schedule A shall be excluded from assignment under this Agreement to the extent they are solely the property of Employee. Employer and Employee acknowledge that ordinary skills, general knowledge, and residuals in Employee's memory and retention do not constitute Employer property; provided, however, that no retention of residuals shall permit disclosure or use of Employer's proprietary or confidential information.

Patent Prosecution and Cooperation

Employee agrees to cooperate fully and execute all documents and provide testimony as reasonably requested by Employer to secure intellectual property protection for any Invention assigned hereunder. Such cooperation includes appearing before patent offices, signing oath declarations, and executing assignments. Employer shall reimburse Employee for reasonable expenses incurred in performing such cooperation.

Compensation for Assigned Inventions

Except as otherwise agreed in a separate written invention compensation agreement, Employee acknowledges that compensation for employment is the consideration for the assignments made herein. If applicable law requires additional compensation for certain inventions, the parties will negotiate in good faith a payment consistent with applicable law.

Confidentiality and Use of Employer Resources

Employee shall not use Employer confidential information to develop or exploit any Invention except as necessary to perform Employee's duties for Employer. Any Invention created using Employer materials, facilities, trade secrets, or confidential information is presumed to have been developed within the scope of employment and assigned to Employer.

Term and Survival

This Agreement shall remain in effect for the full term of Employee's engagement and thereafter with respect to any Invention made or conceived during Employee's engagement. The covenants and obligations contained herein shall survive termination of employment.

Remedies; Injunctive Relief

Employee acknowledges that unauthorized disclosure or misappropriation of Inventions or confidential information would cause irreparable harm to Employer, for which monetary damages would be inadequate. Employer shall be entitled to injunctive relief, specific performance, or other equitable relief in addition to any other remedies at law or in equity.

Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, whether written or oral.

Employee Representations and Certification

Employee represents that all information provided in Schedule A is true and complete to the best of Employee's knowledge. Employee certifies that Employee has not entered into, and will not enter into, any agreement in conflict with the obligations in this Agreement, including agreements that would interfere with Employee's assignment and disclosure obligations hereunder.

Authorization to Contact and Background Checks

Employee hereby authorizes Employer to contact prior employers, references, and educational institutions to verify information provided by Employee and to perform background screening to the extent permitted by applicable law. Employee's consent is given by selecting the choice below.

Employment History

Education

References

At-Will Employment & Equal Opportunity

Nothing in this Agreement is intended to alter the at-will nature of the Employee's employment, unless a separate written employment agreement expressly states otherwise. Employer is an equal opportunity organization and does not discriminate on the basis of protected characteristics under applicable law.

Miscellaneous

No waiver of any breach or failure to enforce any provision of this Agreement shall be construed as a waiver of any other right. Headings are for convenience only and do not affect interpretation. This Agreement may be executed in counterparts and delivered by electronic image, each of which shall be deemed an original.

Acknowledgment

Employee acknowledges having read this Agreement, understands its terms, and agrees that the obligations set forth are reasonable and necessary to protect Employer's legitimate business interests.

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