Legal CIIA Agreement

Confidential Information and Inventions Assignment Agreement (CIIA)

This Confidential Information and Inventions Assignment Agreement (this Agreement) is made as of Effective Date: by and between Employer Name: and Recipient Name: .

RECITALS

WHEREAS, Employer is engaged in the development, marketing and licensing of certain proprietary products, services and technology and possesses Confidential Information and Trade Secrets (as defined below) that give Employer a competitive advantage; and

WHEREAS, Recipient is being employed by or engaged by Employer to perform services for Employer and, in the course of such employment or engagement, will have access to and may create Confidential Information and Inventions; and

WHEREAS, Employer desires to protect its Confidential Information and to obtain assignments of certain inventions and works created by Recipient arising from Recipient's services to Employer.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all nonpublic information, whether or not reduced to writing, including but not limited to trade secrets, business plans, financial data, product designs, source code, algorithms, technical specifications, customer and supplier lists, pricing, marketing plans, and other proprietary information disclosed or made available to Recipient by Employer or created by Recipient in connection with Recipient's services for Employer.

1.2 "Invention(s)" means all discoveries, improvements, developments, designs, creations, works of authorship, processes, formulas, techniques, know-how, mask works, and other intellectual property, whether or not patentable or copyrightable, conceived, reduced to practice, or made by Recipient, either solely or jointly with others, during the period of Recipient's employment or engagement with Employer and that (a) relate to Employer's business, research, development, or actual or demonstrably anticipated products or services; or (b) resulted from use of Employer's time, materials, facilities, Confidential Information or other resources.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Recipient shall hold all Confidential Information in strict confidence and shall not, without Employer's prior written consent, disclose, publish, or use any Confidential Information other than as necessary to perform services for Employer. Recipient shall exercise at least the same degree of care to protect Confidential Information as Recipient uses to protect Recipient's own confidential materials, but in no event less than reasonable care.

2.2 Recipient shall limit disclosure of Confidential Information to Recipient's employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient shall be responsible for any breach of this Agreement by such persons.

3. EXCEPTIONS

3.1 Confidential Information does not include information that Recipient can demonstrate by contemporaneous written records (a) was known to Recipient at the time of disclosure without obligation of confidentiality, (b) becomes publicly known through no breach of this Agreement by Recipient, (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality, or (d) is independently developed by Recipient without use of or reference to Employer's Confidential Information.

3.2 If Recipient is requested or required by law, regulation or valid legal process to disclose Confidential Information, Recipient shall provide Employer prompt written notice where permitted and reasonably cooperate with Employer's efforts to obtain a protective order or other remedy to limit disclosure; Recipient shall disclose only that portion of Confidential Information that Recipient is advised by counsel is legally required to be disclosed.

4. ASSIGNMENT OF INVENTIONS

4.1 Recipient hereby assigns and agrees to assign to Employer, without additional compensation, all right, title and interest in and to all Inventions. Recipient shall promptly disclose in writing to Employer all Inventions and shall keep adequate books and records showing the conception and development of such Inventions.

4.2 To the extent any Invention is not assignable for any reason, Recipient hereby grants Employer an exclusive, irrevocable, worldwide, royalty-free, transferable license to practice and exploit such Invention and to have it practiced and exploited by others.

4.3 Prior inventions or works, if any, that Recipient claims ownership of and that Recipient desires to exclude from this Agreement must be listed on Exhibit A attached hereto. Recipient represents that Exhibit A contains a complete list of all such preexisting inventions. If no prior inventions are listed on Exhibit A, Recipient represents there are no prior inventions to exclude.

5. DISCLOSURE, COOPERATION AND PATENT PROSECUTION

5.1 Recipient shall promptly disclose all Inventions to Employer in writing and shall, at Employer's expense, execute and deliver all documents and take such actions as Employer may reasonably request to secure, maintain, and enforce Employer's rights in any Invention, including execution of patent applications, assignments and other instruments.

5.2 If Employer elects not to file patent applications or otherwise to protect an Invention, Employer may do so in its sole discretion and shall notify Recipient of such decision; nothing in this Agreement obligates Employer to file or maintain any intellectual property rights.

6. TERM; RETURN OF MATERIALS

6.1 The confidentiality obligations under this Agreement shall continue for the longer of (a) five (5) years following the termination of Recipient's employment or engagement, or (b) the duration of protection afforded to Employer's trade secrets under applicable law; provided that obligations with respect to trade secrets shall survive for as long as such information remains a trade secret under applicable law.

6.2 Upon termination of Recipient's relationship with Employer or upon Employer's request, Recipient shall promptly deliver to Employer all materials, documents, devices, and electronic media containing Confidential Information or embodying Inventions and shall not retain any copies thereof.

7. REMEDIES

7.1 Recipient acknowledges that a breach of this Agreement may cause Employer irreparable harm for which monetary damages may be inadequate. Accordingly, Employer shall be entitled to seek injunctive and other equitable relief, without the need to post bond, in addition to any other remedies available at law or in equity.

8. REPRESENTATIONS; NO CONFLICT

8.1 Recipient represents and warrants that Recipient is free to enter into this Agreement and that entering into this Agreement will not breach any other agreement or duty owed to any third party. Recipient will not incorporate into any work for Employer any third-party proprietary information unless Recipient first obtains a written license for Employer's use.

9. INDEMNIFICATION

9.1 Recipient agrees to indemnify, defend and hold Employer harmless from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach by Recipient of this Agreement or from any claim that Recipient's pre-existing materials or activities infringe the intellectual property rights of a third party, except to the extent such losses arise from Employer's gross negligence or willful misconduct.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

12.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a writing signed by both parties. No waiver of any breach shall be effective unless in writing signed by the waiving party, and no waiver shall constitute a waiver of any other breach.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

14. MISCELLANEOUS

14.1 The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any ambiguities shall not be construed against either party as drafter.

Sign Now