Legal PIIA Agreement

LEGAL PIIA AGREEMENT

This Proprietary Information and Inventions Assignment Agreement ("Agreement") is made as of Effective Date: by and between Company Name: (entity type: Corporation LLC Partnership Individual ) with principal place of business at (hereinafter "Company"), and Employee Name: residing at (hereinafter "Employee").

RECITALS

WHEREAS, Company is engaged in the development, marketing and support of certain products, services and technologies and maintains trade secrets, confidential information, and other proprietary information concerning its business; and

WHEREAS, Employee will be given access to or may create or contribute to the creation of Confidential Information and Inventions in the course of Employee's engagement with Company; and

WHEREAS, Company requires, as a condition of Employee's engagement, that Employee execute and deliver this Agreement to protect Company's Proprietary Information and to assign to Company certain inventions and improvements made by Employee.

NOW, THEREFORE, in consideration of Employee's engagement, access to Proprietary Information, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by Company to Employee, whether in written, electronic, oral, visual or other form, that relates to Company's business, products, services, customers, pricing, research and development, marketing strategies, technical data, specifications, software (source and object code), processes, prototypes, financial information, forecasts, or other proprietary matters, and any analyses, compilations, studies or other documents derived therefrom.

1.2 "Invention" means any invention, discovery, improvement, concept, design, trade secret, formula, technique, process, know-how, mask work, software (including source code and object code), data, or other work of authorship, whether or not patentable or registrable under copyright or trademark laws, conceived, reduced to practice, developed or authored by Employee, solely or jointly, during the Period of Engagement that (a) relates to the business, products or research and development of Company, or (b) is developed using Company's time, materials, facilities or Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Employee shall hold in strict confidence and shall not disclose, reveal, publish, or use for the benefit of any person other than Company any Confidential Information except as required in the ordinary course of performing Employee's duties for Company. Employee shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure or dissemination of Confidential Information.

2.2 Employee shall not copy or reproduce Confidential Information except as reasonably necessary to perform obligations for Company, and all copies shall remain the property of Company. Employee shall not remove any legend, mark or proprietary notice appearing on Confidential Information.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that Employee can demonstrate by competent written evidence: (a) was in the public domain at the time of disclosure; (b) entered the public domain through no fault of Employee after disclosure; (c) was rightfully received by Employee from a third party without restriction; or (d) was independently developed by Employee without use of or reference to Confidential Information.

4. USE AND RETURN OF MATERIALS

4.1 All documents, records, notebooks, drawings, prototypes, samples, software, data, equipment and other physical or electronic materials containing or embodying Confidential Information shall be and remain the exclusive property of Company. Employee shall not retain copies except as authorized in writing.

4.2 Upon termination of Employee's engagement or at Company's request, Employee shall promptly deliver to Company all such materials and shall destroy or delete, at Company's direction, any Confidential Information stored in personal devices or accounts and certify in writing that such actions have been completed.

5. INVENTIONS AND ASSIGNMENT

5.1 Assignment. Employee agrees to disclose promptly in writing to Company all Inventions and hereby assigns and agrees to assign to Company, without additional consideration beyond Employee's compensation, all right, title and interest in and to any such Inventions. Employee will assist Company, both during and after the Period of Engagement, to obtain and enforce patents, copyrights, trade secrets and other intellectual property protections for such Inventions.

5.2 Disclosure of Prior Inventions. Employee represents that the Prior Inventions listed on Schedule A attached hereto constitute all inventions that Employee developed prior to employment which Employee claims ownership of and which are excluded from this Agreement. If no prior inventions are listed, Employee shall indicate "None" in Schedule A.

6. EXCEPTIONS; THIRD-PARTY RIGHTS

6.1 This Agreement does not apply to inventions for which no equipment, supplies, facilities or trade secret information of Company were used and which were developed entirely on Employee's own time, unless (a) they relate to the business of Company, or (b) they result from any work performed by Employee for Company.

6.2 If a third party claims that Employee's assignment of rights would violate Employee's obligations to such third party, Employee shall immediately notify Company in writing and provide a copy of the third-party obligation for Company's review.

7. TERM; SURVIVAL

7.1 The confidentiality and assignment obligations of Employee under this Agreement shall continue for the duration of Employee's engagement and shall survive the termination of employment for so long as Confidential Information remains proprietary to Company or as required to perfect Company's ownership of Inventions.

8. REMEDIES; INJUNCTIVE RELIEF

8.1 Employee acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that Company shall be entitled to seek injunctive and other equitable relief, without posting a bond, in addition to any other remedies available at law or in equity, to prevent or curtail any actual or threatened breach.

9. REPRESENTATIONS

9.1 Employee represents and warrants that Employee has the full right and authority to enter into this Agreement, that Employee's performance hereunder will not breach any agreement with a third party, and that all information in Schedule A is true and complete to the best of Employee's knowledge.

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 delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may specify in writing.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 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, both written and oral.

12.2 If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain binding and enforceable to the fullest extent permitted by law.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties. Failure to enforce any right shall not constitute a waiver of that right.

13.2 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.

14. MISCELLANEOUS PROVISIONS

14.1 Remedies are cumulative. The rights and remedies provided herein are cumulative and in addition to any other rights or remedies available at law or in equity.

14.2 Employee acknowledges that Employee has read this Agreement, understands its terms, and agrees that it is fair and reasonable under the circumstances.

ADDITIONAL EMPLOYEE INFORMATION

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