Confidential Information and Invention Assignment Agreement

Confidential Information and Invention Assignment

Name of Employee:

Effective Date:

Agreement made on the day of , 20 ,

between of ,

, referred to herein as Employee, and Acme, Inc., a corporation organized and existing under the laws of the state of ,

with its principal office located at , 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 a 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 instance, 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 waives any and all rights or claims of ownership to such Inventions.

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.

E. 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 will be available to and remain the sole property of the Company at all times.

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.

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.

H. 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. Employee agrees that, at the time of termination of the Relationship, Employee will deliver to the Company 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.

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 of my contractual obligations under this Agreement.

8. Solicitation of Employees, Consultants and Other Parties. Employee further agrees as follows:

A. 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.

B. 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 any client, licensor, licensee, customer or other person to direct any purchase of products and/or services to any competing entity.

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.

10. Representations and Covenants.

A. 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. Employee acknowledges and agrees that Employee has listed on Exhibit A all agreements that may restrict ability to accept employment with the Company or perform duties for the Company.

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.

11. 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, Employee hereby consents to receive such documents by electronic delivery and agree, if applicable, to participate 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 shall be governed by the laws of the state of 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.

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 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).

D. Advice of Counsel. Employee acknowledges that, in executing this Agreement, Employee 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.

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, relate to the Company’s actual or proposed businesses, products, services, or research and development, and are not assigned to the Company, and all Agreements, if any, that may restrict Employee’s ability to accept employment with the Company or perform duties for the Company: