Legal PIIA Document

PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT (PIIA)

This Proprietary Information and Inventions Assignment Agreement (the Agreement) is made as of by and between Company Name: , and Employee/Contractor Name: . Company and Employee/Contractor are each a Party and together the Parties.

Corporation LLC Partnership Individual

RECITALS

WHEREAS, Company is engaged in the business of developing, marketing and commercializing certain products, services and technologies and possesses valuable confidential and proprietary information relating to such business; and

WHEREAS, Employee/Contractor will be employed or engaged by Company and, in the course of such employment or engagement, may have access to and be entrusted with Confidential Information and may conceive, develop or reduce to practice Inventions (each as defined below); and

WHEREAS, Company seeks to protect its Confidential Information and to secure ownership of certain inventions and intellectual property developed by Employee/Contractor while employed or engaged by Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by Company to Employee/Contractor, whether disclosed orally, visually, in writing or by inspection of tangible objects, including but not limited to trade secrets, technical data, know‑how, formulas, processes, designs, sketches, photographs, plans, specifications, software, source code, schematics, algorithms, product roadmaps, business and marketing plans, customer lists, pricing, financial information and other proprietary information. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by Employee/Contractor; (b) is rightfully received by Employee/Contractor from a third party without restriction and without breach of a confidentiality obligation; or (c) is independently developed by Employee/Contractor without use of Company’s Confidential Information, as demonstrated by written records.

1.2 "Invention" means any invention, discovery, improvement, design, work of authorship, trade secret or other intellectual property, whether or not patentable or copyrightable, conceived, reduced to practice or developed by Employee/Contractor, alone or with others, during the period of Employee/Contractor’s employment or engagement with Company and (a) that relates at the time of conception or reduction to practice to the actual or demonstrably anticipated business, research, development or activities of Company, or (b) that results from any work performed by Employee/Contractor for Company, or (c) that uses Company’s equipment, supplies, facilities or Confidential Information.

2. CONFIDENTIALITY

2.1 Non-Disclosure. Employee/Contractor shall hold in strict confidence and not disclose, divulge, reproduce or use any Confidential Information except as necessary to perform Employee/Contractor’s duties for Company. Employee/Contractor shall not use Confidential Information for Employee/Contractor’s own benefit or for the benefit of any third party.

2.2 Standard of Care. Employee/Contractor shall protect Confidential Information with the same degree of care Employee/Contractor uses to protect Employee/Contractor’s own confidential information but in no event less than reasonable care. Employee/Contractor shall disclose Confidential Information only to those of Company’s employees, contractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

3. ASSIGNMENT OF INVENTIONS

Employee/Contractor hereby assigns and agrees to assign to Company all right, title and interest throughout the world in and to any and all Inventions. Employee/Contractor agrees to promptly disclose in writing to Company all Inventions and shall, at Company’s expense, execute and deliver to Company such instruments and take such actions as Company reasonably requests to vest, perfect, obtain, maintain, defend and enforce Company’s rights in such Inventions and any patents, copyrights, trade secrets or other intellectual property rights therein.

4. PRIOR INVENTIONS

4.1 Disclosure. Employee/Contractor represents that all Prior Inventions of a nature that would otherwise fall within the definition of Invention and that Employee/Contractor intends to exclude from this Agreement have been disclosed below. If none, write "None."

4.2 If Employee/Contractor later believes an invention listed above should be subject to this Agreement, Employee/Contractor shall promptly notify Company and the Parties shall cooperate to resolve ownership consistent with the terms of this Agreement.

5. OBLIGATIONS TO ASSIST

Employee/Contractor agrees to assist Company, both during and after termination of Employee/Contractor’s employment or engagement, in obtaining, maintaining and enforcing patents, copyrights and other intellectual property rights with respect to any Inventions, including the execution of applications, assignments and other documents reasonably necessary to apply for and procure such rights.

6. EXCLUSIONS

Confidential Information shall not include information which Employee/Contractor can demonstrate (a) was rightfully in Employee/Contractor’s possession prior to disclosure by Company; (b) is or becomes generally available to the public through no fault of Employee/Contractor; (c) is rightfully received by Employee/Contractor from a third party without restriction; or (d) is independently developed by Employee/Contractor without use of or reference to Company’s Confidential Information.

7. TERM; RETURN OF MATERIALS

The confidentiality and assignment obligations under this Agreement shall survive termination of Employee/Contractor’s employment or engagement for so long as Company’s Confidential Information remains confidential or to the extent necessary to effectuate Company’s ownership of Inventions. Upon termination or upon Company’s written request, Employee/Contractor shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that all such materials have been returned or destroyed.

8. CONSIDERATION

Employee/Contractor acknowledges that Employee/Contractor’s employment or engagement, access to Confidential Information and other consideration provided by Company constitute valuable consideration for the rights granted to Company hereunder. Additional consideration, if any, shall be set forth below.

9. REPRESENTATIONS

Employee/Contractor represents and warrants that Employee/Contractor has the full right and authority to enter into this Agreement and to perform Employee/Contractor’s obligations hereunder, and that the execution and performance of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Employee/Contractor prior to employment or engagement by Company.

10. REMEDIES

Employee/Contractor acknowledges that monetary damages would be an inadequate remedy for any breach of this Agreement and that Company shall be entitled to seek injunctive and other equitable relief to prevent or curtail any actual or threatened breach, without prejudice to Company’s right to recover monetary damages and to seek any other remedies available at law or in equity.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing) by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14. MISCELLANEOUS PROVISIONS

14.1 Severability. If any clause or provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby.

14.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Company, its successors and assigns, and Employee/Contractor and Employee/Contractor’s heirs and personal representatives, except that Employee/Contractor may not assign any rights or obligations hereunder without the prior written consent of Company.

14.3 Interpretation. Headings are for convenience only and shall not affect interpretation. The word "including" means "including without limitation."

ACKNOWLEDGMENT

Employee/Contractor acknowledges that Employee/Contractor has read this Agreement, understands its terms, and has had the opportunity to seek independent legal advice prior to signing. Employee/Contractor further acknowledges that Employee/Contractor’s obligations under this Agreement are reasonably necessary to protect Company’s legitimate business interests.

Sign Now