Legal CIIAA Agreement

LEGAL CIIAA AGREEMENT

This Confidential Information, Inventions and Assignment Agreement (the "Agreement") is made as of by and between Company Name: with a principal place of business at and Recipient Name: .

RECITALS

WHEREAS, Company possesses confidential, proprietary and trade secret information concerning its products, services, research and business operations that is valuable and not generally known to the public ("Confidential Information"); and

WHEREAS, Recipient will have access to Confidential Information and may conceive or develop inventions, discoveries, improvements, designs, works of authorship, software, know-how and other intellectual property, whether alone or with others (collectively, "Inventions"), in connection with Recipient's engagement with Company; and

WHEREAS, Company and Recipient desire to define their rights and obligations with respect to Confidential Information and ownership and assignment of Inventions.

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

"Confidential Information" means all non-public information, whether written, oral, electronic or other form, including without limitation technical data, trade secrets, financial information, customer and supplier lists, product roadmaps, designs, algorithms, source code, prototypes, business plans and marketing strategies, disclosed by Company to Recipient or learned by Recipient in the course of performing services for Company. Confidential Information does not include information that Recipient can demonstrate (a) was known to Recipient prior to disclosure by Company, (b) becomes publicly known through no breach of this Agreement by Recipient, (c) is lawfully obtained by Recipient from a third party without restriction, or (d) is independently developed by Recipient without use of or reference to Company Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

Recipient shall hold all Confidential Information in strict confidence and shall not disclose, publish or disseminate Confidential Information to any third party without Company's prior written consent. Recipient shall use Confidential Information solely for the performance of duties for Company and shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least as protective as those Recipient uses for its own confidential information of similar importance.

3. INVENTION ASSIGNMENT

Recipient hereby assigns and agrees to assign to Company, without additional consideration beyond the consideration otherwise agreed between the parties, all right, title and interest in and to any and all Inventions that (a) relate at the time of conception or reduction to practice to Company's actual or demonstrably anticipated business, research, or development, or (b) result from any work performed by Recipient for Company or through use of Company's equipment, supplies, facilities or Confidential Information. Recipient shall promptly disclose in writing to Company all Inventions conceived or reduced to practice during the period of Recipient's engagement with Company.

4. DISCLOSURE OF PRIOR INVENTIONS

Recipient represents that the list below includes all Inventions made prior to Recipient's engagement with Company that Recipient claims ownership to and does not assign to Company ("Prior Inventions"). If no Prior Inventions are listed, Recipient represents that there are none.

5. EXCEPTIONS AND RESERVATIONS

The assignment obligations shall not apply to any invention for which no equipment, supplies, facilities or Confidential Information of Company were used and which was developed entirely on Recipient's own time, and which does not relate (i) to the business of Company, (ii) to Company's actual or demonstrably anticipated research or development, or (iii) to Company’s existing or planned products or services. Any such excluded invention must be listed in the Prior Inventions section above to be excluded.

6. WORK FOR HIRE; ASSISTANCE

To the extent any Invention or work of authorship does not qualify as a "work made for hire" under applicable law, Recipient hereby irrevocably assigns and agrees to assign to Company all right, title and interest in such Invention or work. Recipient agrees to assist Company, at Company's expense, in obtaining patents, copyrights, registrations and other protection for Inventions, and to execute documents and provide testimony as reasonably requested.

7. OBLIGATIONS UPON TERMINATION

Upon termination of Recipient's engagement for any reason, Recipient shall promptly deliver to Company all Confidential Information, documents, materials, devices and copies thereof, and certify in writing that all such materials have been returned. The obligations of Recipient under Sections 2, 3 and 6 shall survive termination for the period required by law or until such Confidential Information no longer qualifies as confidential under Section 1.

8. REMEDIES

Recipient acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that Company shall be entitled to seek injunctive or other equitable relief, in addition to any other available remedies, without the requirement of posting bond. Company shall also be entitled to recover reasonable attorneys' fees and costs incurred in enforcing this Agreement if it prevails.

9. NO LICENSE

Except as expressly set forth in writing by Company, nothing in this Agreement grants Recipient any right, title or interest in or to Company Confidential Information or any license to any patent, copyright, trademark or other intellectual property right of Company.

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 service, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect, and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement will be effective unless in writing and signed by both parties. No waiver of any breach will constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

15. REPRESENTATIONS

Recipient represents and warrants that Recipient has full power and authority to enter into this Agreement, that execution and performance will not violate any other agreement to which Recipient is a party, and that the execution and performance of this Agreement has been duly authorized.

16. ADDITIONAL PROVISIONS

Sign Now