Internship PIIA Agreement

Internship Proprietary Information and Inventions Agreement

Parties and Effective Date

This Internship Proprietary Information and Inventions Agreement (the Agreement) is made and entered into by and between:

Company Name:     Effective Date:

Intern Name:

Personal Information

Position Information

Anticipated Start Date:     Anticipated End Date:

Employment History

Education

References

Proprietary Information; Definitions

For purposes of this Agreement, "Confidential Information" and "Proprietary Information" mean information of Company that is not generally known to the public, whether tangible or intangible, including but not limited to technical data, trade secrets, designs, processes, product plans, research and development, business strategies, customer lists, pricing, experimental work, software (including source code), algorithms, inventions, and other intellectual property. Confidential Information includes both information disclosed in writing and information disclosed orally or by observation of any tangible materials or work product.

Prior Inventions and Third-Party Obligations

Intern shall disclose any inventions, works, or patents conceived or reduced to practice prior to the Effective Date that Intern intends to exclude from assignment under this Agreement. Intern represents that, except as disclosed below, intern is not under any contractual obligations that would conflict with this Agreement.

Assignment of Inventions; Disclosure Duty

Intern agrees to promptly disclose in writing to Company all inventions, discoveries, improvements, mask works, processes, designs, formulas, know-how, software and other developments made, conceived, reduced to practice, or created, solely or jointly, during the period of intern's engagement with Company that relate to Company's business or to Company’s actual or demonstrably anticipated research and development (collectively, Inventions). Intern hereby assigns and agrees to assign to Company, without additional compensation, all right, title and interest in and to all such Inventions and any patents, copyrights, mask work rights, trade secrets, or other intellectual property rights therein.

Confidentiality and Nonuse

Intern will hold in strict confidence and will not use or disclose, directly or indirectly, any Confidential Information except as necessary to perform the duties associated with the internship. Intern will take reasonable steps to protect Confidential Information from unauthorized disclosure and will not remove any Confidential Information from Company premises except as authorized in writing.

Return of Materials; Cooperation

Upon termination or upon Company request, Intern will promptly deliver to Company all documents, materials, and other tangible items containing or embodying Confidential Information or Inventions. Intern will execute documents and provide assistance reasonably requested by Company to secure Company’s rights in any Inventions, including assignments and patent applications.

Term; Remedies; Governing Law

The confidentiality obligations in this Agreement shall survive termination of the internship for as long as the information remains Confidential Information. Intern acknowledges that monetary damages may be inadequate to remedy a breach and that Company shall be entitled to equitable relief, including injunction, in addition to all other remedies at law or in equity. This Agreement shall be governed by the laws of the state identified by Company for governance of employment agreements, excluding conflict-of-law rules.

At‑Will Employment; Equal Opportunity

This Agreement and any internship or employment relationship with Company is voluntary and may be terminated at any time by either party with or without cause. Nothing in this Agreement creates a promise of continued engagement. Company is an equal opportunity organization and makes employment decisions without regard to protected characteristics.

Background Checks and References

By initialing below and checking the consent box, Intern authorizes Company and its agents to contact prior employers, educational institutions, and references, and to obtain background checks, criminal history checks, and verification of information provided in this Agreement and in any application submitted in connection with the internship.

Applicant Certification and Acknowledgment

I certify that the information I have provided in this Agreement and any related documents is true and complete to the best of my knowledge. I understand that intentional misstatements or omissions may be grounds for rejection of my internship application or termination of the internship.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue 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. Intern acknowledges the opportunity to consult with independent counsel prior to signing.

Additional Comments

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