Fill and Sign the Form of Employment Confidential Information and

Confidential Information and Invention AssignmentPage 1 of 9 Confidential Information and Invention Assignment Name of Employee: Effective Date: Agreement made on the day of , 20 ,between of , (Name) (Street Address) , referred to herein as Employee, and Acme, Inc., a (City, County, State, Zip Code)corporation organized and existing under the laws of the state of , (Name of State) with its principal office located at , (Street Address, City, County, State, Zip Code) referred to herein as the Company . Company and Employee are together referred to as the Parties.For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1.Relationship. This Confidential Information and Invention Assignment Agreement (this Agreement) will apply to Employee’s employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either reemploys Employee or engages Employee as an Consultant, Employee agrees that this Agreement will also apply to such later employment or consulting relationship, unless the Parties otherwise agree in writing. Any such employment relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the Relationship.2.Duties. Employee agrees to perform for the Company such duties as may be designated by the Company from time to time or that are otherwise within the scope of the Relationship and not contrary to instructions from the Company. During the Relationship, Employee will devote his entire best business efforts to the interests of the Company and will not engage in other employment or in any activities detrimental to the best interests of the Company without the prior written consent of the Company.3. Protection of Information. Employee understand that during the Relationship, the Company intends to provide him with information, including Confidential Information (as defined below), without which he would not be able to perform his duties to the Company. Employee agrees, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform his obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each Confidential Information and Invention AssignmentPage 2 of 9instance, any Confidential Information that he obtains, accesses or creates during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the item or items involved. Employee further agrees not to make copies of such Confidential Information except as authorized by the Company.4. Confidential Information. Employee understands that Confidential Information means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee became acquainted during the Relationship, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Employee by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.5. Third Party Information. Agreements of Employee in this Section 5 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. Employee further agrees that, during the term of the Relationship and thereafter, he will not improperly use or disclose to the Company any confidential, proprietary or secret information of former employees or any other person, and Employee agrees not to bring any such information onto the Company’s property or place of business.6.Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.7. Inventions Retained and Licensed. A.Attached hereto, as Exhibit A is a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: Employee made, and/or (ii) belong solely to Employee or belong to Employee jointly with others or in which Employee has an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee represents that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, Employee hereby forever Confidential Information and Invention AssignmentPage 3 of 9waives any and all rights or claims of ownership to such Inventions. Employee understands that his listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of his ownership of such Inventions. Employee further understands that he must receive the formal approval of the Company before commencing his Relationship with the Company.B. Use or Incorporation of Inventions. If in the course of the Relationship, Employee uses or incorporates into a product, service, process or machine any Invention not covered by Section 7(d) of this Agreement in which Employee has an interest, Employee will promptly so inform the Company in writing. Whether or not Employee gives such notice, he hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.C. Inventions. Employee understands that Inventions mean discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. Employee understands this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. Employee understands that “Company Inventions” means any and all Inventions that Employee may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section 7(g) below.D.Assignment of Company Inventions. Employee agree that Employee will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Employee’s right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. Employee hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that Employee now have or may hereafter have for infringement of any and all Company Inventions. Employee further acknowledge that all Company Inventions that are made by Employee (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by Employee’s salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, Moral Rights). To the extent that Moral Rights cannot be assigned under applicable law, Employee hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. Confidential Information and Invention AssignmentPage 4 of 9E.Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Company Inventions made or conceived by Employee (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. Employees agrees not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. Employee is to deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 5 and Section 6.F. Patent and Copyright Rights. Employee agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Employee further agrees that his obligation to execute or cause to be executed, when it is in Employee’s my power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.G.Exception to Assignments. Subject to the requirements of applicable state law, if any, Employee understand that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion, Employee will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by during the period of the Relationship. Confidential Information and Invention AssignmentPage 5 of 9H.Company Property; Returning Company Documents. Employee acknowledges and agrees that Employee has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. Employee further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Employee agrees that, at the time of termination of the Relationship, Employee will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by Employee pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.6.Termination Certification. In the event of the termination of the Relationship, Employee agrees to sign and deliver the “Termination Certification” attached hereto as Exhibit C; however, Employee’s failure to sign and deliver the Termination Certification shall in no way diminish my continuing obligations under this Agreement.7. Notice to Third Parties. Employee agree that during the periods of time during which Employee is restricted in taking certain actions by the terms of Section 8 of this Agreement (the “Restriction Period”), Employee shall inform any entity or person with whom Employee may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. Employee also understand and agree that the Company may, with or without prior notice to Employee and during or after the term of the Relationship, notify third parties of my Agreements and obligations under this Agreement. Employee further agree that, upon written request by the Company, Employee will respond to the Company in writing regarding the status of my employment or proposed employment with any party during the Restriction Period.8. Solicitation of Employees, Consultants and Other Parties. As described above, Employee acknowledges and agrees that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others, and that Employee will not use or disclose such Confidential Information except as authorized by the Company. Employee further agrees as follows:A.Employees, Consultants. Employee agree that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, Employee shall not, directly or indirectly, solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Confidential Information and Invention AssignmentPage 6 of 9B.Other Parties. Employee agrees that during the term of the Relationship, Employee will not negatively influence any of the Company’s clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.9. At-Will Relationship. Employee understands and acknowledges that, except as may be otherwise explicitly provided in a separate written agreement between the Company and Employee, Employee’s Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either Employee or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.10. Representations and Covenants.A. Facilitation of Agreement. Employee agrees to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to do so.B.No Conflicts. Employee represents that his performance of all the terms of this Agreement does not and will not breach any agreement Employee has entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by Employee in confidence or in trust prior to or during the Relationship. Employee will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. Employee will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party. Employee acknowledges and agrees that Employee has listed on Exhibit A, all Agreements (e.g. non-competition Agreements, non-solicitation of customers Agreements, non-solicitation of employees Agreements, confidentiality Agreements, inventions Agreements, etc.), if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or Employee’s ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict Employee’s ability to perform my duties for the Company or any obligation Employee may have to the Company. Employee agrees not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.C.Voluntary Execution. Employee certifies and acknowledges that Employee has carefully read all of the provisions of this Agreement, that Employee understands and has voluntarily accepted such provisions, and that Employee will fully and faithfully comply with such provisions. Confidential Information and Invention AssignmentPage 7 of 911. Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company’s equity incentive plans, however, if Employee does participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents related to Employee’s participation in the Company’s equity incentive plan(s) by electronic means or to request my consent to participate in such plan(s) by electronic means. Employee hereby consents to receive such documents by electronic delivery and agree, if applicable, to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.12. Miscellaneous.A.Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of (Name of State) without giving effect to the principles of conflict of laws.B.Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the Company and Employee relating to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if Employee, an officer of the Company, Employee will not have authority to give any such authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.C.Remedies. Employee acknowledges and agrees that violation of this Agreement by Employee may cause the Company irreparable harm, and therefore Employee agrees that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, Employee agree that a $ bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement. D.Advice of Counsel. EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, EMPLOYEES HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND EMPLOYEE HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF. Confidential Information and Invention AssignmentPage 8 of 9Witness our signatures this the day of , 20 .Acme, Inc.By: (Signature of Officer) (Signature of Employee) (Print or Type Name) (Print or Type Name) (Office in Corporation) Confidential Information and Invention AssignmentPage 9 of 9 Exhibit A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 4-A AND CONFLICTING AGREEMENTS DISCLOSED UNDER SECTION 10(b),The following is a list of Employee’s Inventions that, as of the Effective Date: (i.)Employee made, and/or ( ii.) belong solely to Employee or belong to Employee jointly with others or in which Employee has an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company and (iii) all Agreements, if any, with a current or former client, employer, or any other person or entity, that may restrict Employee’s ability to accept employment with the Company or his ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict the ability of Employee to perform his duties for the Company or any obligation Employee may have to the Company: Title Date Identifying Number or Brief Description