Legal EPIA Agreement

Legal EPIA Agreement

This Employee Proprietary Information and Inventions Agreement ("Agreement") is made as of Effective Date: by and between Company Name: with principal address: (hereinafter "Company"), and Employee Name: residing at: (hereinafter "Employee").

RECITALS

WHEREAS, Company is engaged in the development, manufacture, marketing and sale of products and services in its business and possesses valuable confidential information, trade secrets and intellectual property; and

WHEREAS, Employee is or will be employed by Company and, in the course of such employment, will have access to and may conceive, develop or reduce to practice certain inventions, discoveries, improvements, works of authorship and confidential information related to Company's business; and

WHEREAS, Company desires to protect its proprietary interests and Employee is willing to assign and protect such interests on the terms set forth herein.

NOW, THEREFORE, in consideration of Employee's employment and the mutual promises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Company to Employee, whether disclosed orally, visually, in writing or electronically, including but not limited to technical data, trade secrets, formulas, software (source and object code), algorithms, designs, drawings, processes, specifications, customer lists, pricing, marketing plans and financial information.

1.2 "Invention" means any idea, discovery, improvement, process, machine, manufacture, composition of matter, design, work of authorship, algorithm or other subject matter conceived, developed, reduced to practice or authored by Employee alone or with others, whether or not patentable or protectable by copyright, and whether conceived or developed during or outside normal working hours.

2. ASSIGNMENT OF INVENTIONS

2.1 Employee hereby assigns and agrees to assign to Company the entire right, title and interest in and to all Inventions that (a) are made, conceived or reduced to practice by Employee, alone or with others, during the period of Employee's employment by Company and (b) result from work performed for Company or from use of Company time, facilities, materials or Confidential Information. Employee shall promptly disclose in writing to Company all such Inventions.

2.2 Employee agrees to execute and deliver such instruments and do such other acts as may be necessary or desirable, at Company's expense, to obtain, maintain, enforce and transfer patents, copyrights and other proprietary rights in such Inventions in Company’s name.

3. BACKGROUND INVENTIONS / SCHEDULE A

3.1 Employee represents that all inventions listed in Schedule A are Employee's preexisting inventions and are not subject to assignment under this Agreement. Any item not listed on Schedule A shall be presumed to be an Invention subject to assignment.

4. CONFIDENTIALITY

4.1 Employee shall hold in strict confidence and shall not disclose, use or permit the use of any Confidential Information except as necessary to perform Employee's duties for Company. Employee shall take all reasonable measures to protect Confidential Information from unauthorized use or disclosure.

4.2 The obligations in this Section shall not apply to information that Employee can demonstrate (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was rightfully in Employee's possession prior to disclosure by Company and not subject to another confidentiality obligation; or (c) is rightfully obtained by Employee from a third party without restriction.

5. THIRD-PARTY OBLIGATIONS AND REPRESENTATIONS

5.1 Employee represents that Employee has no current obligations, including prior invention assignment agreements, that would prevent Employee from fully performing the obligations of this Agreement, except as disclosed below.

Employee certifies that Employee is not subject to any prior agreement that conflicts with this Agreement.

6. RETURN OF MATERIALS

Upon termination of Employee's employment or upon Company's request, Employee shall promptly deliver to Company all documents, notebooks, files, prototype devices, electronic media and other materials containing or embodying Confidential Information or Inventions and shall not retain any copies.

7. REMEDIES

7.1 Employee acknowledges that any breach of Sections 2 or 4 would cause Company irreparable harm for which money damages may be an inadequate remedy, and Company shall be entitled to injunctive relief in addition to any other available remedies, without bond or other security and without proof of actual damages.

7.2 Employee agrees to indemnify Company and to pay reasonable attorneys' fees and costs incurred in enforcing Company's rights under this Agreement if Company prevails in any action to enforce the terms hereof.

8. SURVIVAL

The obligations of Employee under Sections 2 and 4 shall survive termination of Employee's employment for the longer of (a) five (5) years following termination or (b) the period during which the information remains a trade secret under applicable law.

9. NOTICES

Notices shall be in writing and deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a party designates in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law: 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.

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

11.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

ACKNOWLEDGMENT

Employee acknowledges receipt of a copy of this Agreement, that Employee has had the opportunity to review this Agreement and to consult with counsel of Employee's choice, and that Employee understands the terms and consequences of this Agreement.

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