Fill and Sign the Mutual Non Disclosure and Confidentiality Agreement Targetgov Form

Intellectual Property and Confidentiality Agreement Page 1 of 3 Intellectual Property and Confidentiality Agreement Intellectual Property and Confidentiality Agreement (the Agreement) made on the day of , 20 , by and between (Name of John Doe) of , referred to herein as Consultant, and Acme, Inc., (Street Address, City, County, State, Zip Code) a corporation organized and existing under the laws of the state of , (Name of State) with its principal office located at , referred to herein (Street Address, City, County, State, Zip Code) as Corporation. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Ownership. As used in this Agreement, Inventions means any inventions, discoveries, designs, developments, processes, improvements, copyrightable material, and trade secrets discovered or created by Consultant in connection with Consultant’s duties at Corporation, whether discovered or created alone or in conjunction with others. To the extent any Invention is subject to copyright, Consultant agrees that it is done as a work for hire as that term is defined under U.S. copyright law, and that as a result Corporation shall own all copyrights therein. To the extent any Invention does not qualify as a work for hire under applicable law, and to the extent any Invention is subject to copyright, patent, trade secret, or other proprietary right protection, Consultant hereby assign, and agree to assign, all rights therein to Corporation. Consultant will make prompt and full disclosure to Corporation, and will hold in trust for Corporation’s sole benefit, any Inventions. NOTICE: THIS AGREEMENT SHALL NOT APPLY TO AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET INFORMATION OF CORPORATION WERE USED AND WHICH WAS DEVELOPED EN
-gagged in independently without consultant or consultant's assistance, nor to an invention that has been patented for which a copy or copy- right has been issued to consultant. 2. Use of trade secrets and confidential information. As used in this agreement, the term “trade secret" means any confidential information acquired from or created as a result of the disclosure of an invention, including but not limited to technical information on equipment or other means, computer software, designs, blueprints, test methods, or any other information that consultant learns in the conduct or development of his or her duties. Consultant agrees not to disclose the existence, use or development of any trade secret or confidential information during the term of this agreement, except to company personnel in a fiduciary capacity acting for consulting firm and as part of its research and development efforts for the purpose of evaluating and developing inventions or other discoveries for consideration or sale. Intellectual property. Except as provided below, consultants will protect their rights to inventions, discoveries, designs, developments, processes, improvements and copyrighted material during the term of this agreement as a proprietary or copyrightable invention, discovery, design, development, process, improvement or material in which consultant finds such right. Consultant agrees to use commercially reasonable efforts to secure from any party, or from any other party, reasonable compensation for the commercial exploitation of any such proprietary or copyrightable invention, discovery, design, development, process, improvement or material in which consultant finds such right if, regardless of the form of consideration paid, such amount is at least twice () in relation to the amount consultant would reasonably agree to be paid to consultant for similar or similar protection against such party, other party, or other entity in the absence of such commercial negotiation, but such amount shall not be greater than one-third (1/3) of the fair market value of such invention, discovery, design, development, process, improvement or material. Such negotiations shall be limited to the negotiation of a reasonable royalty or license fee for this protection. Confidential business activities. Consultant agrees not to take or authorize anyone else to take any action involving consulting firm, or any officer, employee, or contractor associated with consultant, for or in connection with consulting firm's business, or for any purpose whatsoever, that involves the taking (to the extent permitted by law) of any confidential communication or trade secret information without the express written authorization of consulting firm or its officers, employees or contractors as required by law or agreed upon at.