Legal CIAA Agreement

LEGAL CIAA AGREEMENT

This Confidential Information and Assignment Agreement (the "Agreement") is entered into as of by and between Company Name: , a organized under the laws of with a principal place of business at (hereinafter "Company"), and Recipient Name: , an individual/entity with address (hereinafter "Recipient"). Company and Recipient are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company possesses certain technical, business and proprietary information, trade secrets, know-how, data and materials relating to its business operations and product development that are confidential and valuable to Company (collectively, "Confidential Information"); and

WHEREAS, Recipient desires to receive certain Confidential Information for the limited purpose of evaluating, performing or providing services in connection with ; and

WHEREAS, Company requires Recipient to assign and convey to Company all right, title and interest in certain Inventions (as defined below) conceived or reduced to practice by Recipient arising out of, or developed in connection with, Recipient's engagement with Company.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Company to Recipient, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical data, trade secrets, designs, drawings, business plans, customer lists, pricing, financial information, software, prototypes and specifications.

1.2 "Inventions" means any discoveries, improvements, developments, processes, designs, works of authorship, software, algorithms, mask works, domain names, business methods and other inventions, whether or not patentable or copyrightable, conceived, developed, reduced to practice or made by Recipient, either solely or jointly with others, that relate to Company's business, actual or demonstrably anticipated research or development, or that result from work performed for Company.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Recipient shall hold Confidential Information in strict confidence, shall not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and shall use Confidential Information solely for the Purpose. Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than a reasonable standard of care.

2.2 Recipient may disclose Confidential Information only to those of its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall be responsible for any breach of this Agreement by such persons.

3. EXCLUSIONS

3.1 Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Company without restriction; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without reference to or use of Company's Confidential Information.

4. ASSIGNMENT OF INVENTIONS; OWNERSHIP

4.1 Recipient hereby irrevocably assigns and agrees to assign to Company all right, title and interest in and to all Inventions. To the extent any such Inventions cannot be assigned by operation of law, Recipient hereby grants to Company an exclusive, perpetual, worldwide, royalty-free, transferable license to make, have made, use, sell, offer for sale and import such Inventions.

4.2 Recipient shall promptly disclose in writing to Company all Inventions and shall execute and deliver to Company such assignments, affidavits, instruments and other documents as Company may reasonably request to secure, maintain and defend its rights in the Inventions, including patent, copyright and other filings.

5. RETURN OF MATERIALS

Upon Company's written request or upon termination of Recipient's engagement with Company, Recipient shall promptly return or destroy all tangible materials containing Confidential Information and shall certify in writing that all such materials have been returned or destroyed, except that Recipient may retain one archival copy solely for compliance purposes subject to the confidentiality obligations herein.

6. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants that (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance will not breach any agreement with a third party; and (c) the execution and delivery of this Agreement have been duly authorized.

7. REMEDIES

Recipient acknowledges that breach of this Agreement may cause Company irreparable harm for which monetary damages are an inadequate remedy. Accordingly, Company shall be entitled to seek injunctive and other equitable relief, without posting bond, in addition to all other remedies available at law or in equity.

8. TERM; SURVIVAL

This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated by written agreement of the Parties. Notwithstanding termination, Recipient's obligations with respect to Confidential Information and assignment of Inventions shall survive for so long as such information continues to qualify as Confidential Information and for a period of five (5) years from termination for other obligations, except that obligations with respect to trade secrets shall survive for as long as the information remains a trade secret.

9. INDEMNIFICATION; ATTORNEYS' FEES

Recipient shall indemnify, defend and hold Company harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by Recipient of this Agreement or any claim that Recipient's actions infringe the rights of a third party.

10. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at their addresses below by certified mail, courier or personal delivery, and shall be deemed given upon receipt.

11. ASSIGNMENT; BINDING EFFECT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement and its rights hereunder to a successor in interest in connection with a merger, acquisition, sale of substantially all assets, or corporate reorganization. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

16. MISCELLANEOUS

Any provision of this Agreement that by its nature should survive termination or expiration of this Agreement shall survive. The Parties agree that monetary damages may be insufficient to remedy a breach and that equitable relief, including injunctive relief and specific performance, shall be available.

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