Legal IED Document

LEGAL IED DOCUMENT

This Invention and Employee Disclosure Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal place of business at , and Employee Name: residing at .

RECITALS

WHEREAS, the Company is engaged in the business of developing and commercializing proprietary technology and desires to protect its proprietary information and inventions; and

WHEREAS, the Employee will have access to Confidential Information and may conceive or develop certain inventions, discoveries and improvements during the course of employment; and

WHEREAS, the parties wish to establish the parties' rights and obligations with respect to disclosure, ownership, assignment and protection of such inventions and Confidential Information.

NOW, THEREFORE, in consideration of employment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Invention" means any idea, discovery, improvement, process, formula, technique, design, software, documentation, mask work, know-how, data, or other tangible or intangible work, whether or not patentable or copyrightable, that is conceived, reduced to practice, created, developed, or authored, in whole or in part, by Employee alone or with others during the period of Employee's engagement with Company that relates to or results from Employee's duties, the Company's business, or that uses the Company's Confidential Information.

1.2 "Confidential Information" means all non-public information disclosed or made available to Employee by the Company, whether disclosed orally, visually, in writing or electronically, including but not limited to trade secrets, technical data, business plans, customer lists, pricing, product roadmaps, prototypes, specifications and software.

2. DISCLOSURE OBLIGATIONS

2.1 Employee agrees to disclose promptly and in writing to the Company all Inventions, whether or not patentable, that Employee believes or has reason to believe are related to the Company's business or were made or conceived using the Company's resources. Such written disclosure shall include a detailed description of the Invention sufficient to permit evaluation and, where applicable, to file patent or other protection.

2.2 Disclosure shall be made to the person designated by the Company in the Notices section below or to such successor as the Company may designate in writing.

3. ASSIGNMENT OF INVENTIONS

3.1 Employee hereby assigns and agrees to assign to the Company all right, title and interest in and to any and all Inventions that: (a) result from work performed by Employee for the Company or pursuant to Employee's duties; (b) were developed using the Company's Confidential Information or resources; or (c) are related to the Company's actual or anticipated business, research or development.

3.2 Employee shall execute all documents and take all actions reasonably necessary, at the Company's expense, to enable the Company to apply for, obtain and enforce patents, copyrights or other proprietary rights in any Invention assigned hereunder.

4. PRIOR INVENTIONS

4.1 Employee represents that except as indicated in the following list, Employee has no pre-existing inventions or intellectual property that would conflict with the obligations of this Agreement. Prior inventions, if any, must be identified below.

5. CONFIDENTIALITY OBLIGATIONS

5.1 Employee shall hold all Confidential Information in strict confidence and shall not use or disclose any Confidential Information except as authorized by the Company or as necessary to perform Employee's duties for the Company. Employee shall apply at least the same degree of care to protect Confidential Information as Employee uses to protect Employee's own confidential information, but in no event less than reasonable care.

5.2 The obligations of this Section shall continue during Employee's engagement and for a period of years following termination, except for Confidential Information that qualifies as a trade secret under applicable law, for which protection shall continue for as long as such information remains a trade secret.

6. COMPENSATION AND INVENTOR RIGHTS

6.1 Employee acknowledges that Employee's obligations to assign Inventions and to maintain confidentiality are part of the Employee's consideration for employment and that the Company may provide additional consideration for particular inventions as set forth in a written agreement or company policy.

7. REPRESENTATIONS; EXCEPTIONS

7.1 Employee represents that Employee's performance of this Agreement will not breach any agreement to keep in confidence information acquired by Employee prior to employment. Employee will not incorporate into any Company Invention any confidential information or proprietary materials belonging to third parties unless Employee obtains such third party's written permission.

7.2 If any Invention is not assignable by law, Employee hereby grants to the Company an exclusive, transferable, irrevocable, worldwide, royalty-free license to practice and exploit the Invention.

8. REMEDIES; ENFORCEMENT

8.1 Employee acknowledges that a breach of this Agreement may cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Company shall be entitled to seek injunctive relief, specific performance and other equitable relief, in addition to any other remedies available at law or in equity.

9. INDEMNIFICATION

9.1 Employee shall indemnify, defend and hold harmless the Company from and against any third-party claim, liability, loss or expense (including reasonable attorneys' fees) arising out of Employee's breach of any representation, warranty or obligation under this Agreement or Employee's unauthorized use or disclosure of third-party confidential information.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the parties at the addresses set forth below or such other address as either party designates in writing.

11. TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and shall survive termination of Employee's engagement to the extent necessary to effectuate the parties' rights and obligations hereunder, including assignment of Inventions and protection of Confidential Information.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that exclusive venue for any disputes shall be in the state or federal courts located within that state.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be interpreted to achieve, as nearly as possible, the intent of the parties as reflected herein.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

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

15. MISCELLANEOUS

15.1 The obligations and benefits of this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Employee may not assign any rights or obligations hereunder without the Company's prior written consent.

Employee Contractor

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