PIIA Employee Agreement Form

PIIA Employee Agreement Form

This Proprietary Information and Inventions Assignment Agreement (the "Agreement") is made and entered into as of by and between Employer Name: , and Employee Name: .

RECITALS

WHEREAS, Employer conducts business involving confidential information, trade secrets, and technology and desires to protect its proprietary interests; and

WHEREAS, Employee will have access to, and may develop, Proprietary Information and Inventions in the course of employment or engagement with Employer; and

WHEREAS, Employer requires, as a condition of employment or engagement, that Employee assign rights in Inventions and preserve the confidentiality of Proprietary Information as set forth herein.

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

1. DEFINITIONS

"Proprietary Information" means information or material of any kind that is proprietary, confidential, or not generally known to the public, including but not limited to trade secrets, technical data, know-how, research, development, business plans, customer lists, pricing, marketing information, software (source and object code), algorithms, processes, formulas, designs, prototypes, inventions, and any information labeled or treated as confidential.

"Inventions" means all discoveries, improvements, processes, developments, designs, works of authorship, trade secrets, mask works, software, and other intellectual property, whether or not patentable or copyrightable, conceived, reduced to practice, or developed by Employee, either solely or jointly with others, during the period of Employee's employment or engagement with Employer that (a) relate to Employer's actual or demonstrably anticipated business, research, or development; (b) result from the use of Employer's equipment, supplies, facilities, or Proprietary Information; or (c) were developed on Employer time.

2. CONFIDENTIALITY OBLIGATIONS

Employee shall hold in strict confidence and not disclose, publish, use, or permit the use of any Proprietary Information except as required for the performance of Employee's duties for Employer. Employee shall take all reasonable measures to protect Proprietary Information from unauthorized disclosure or use, at least as protective as those taken to protect Employee's own confidential information.

The confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of Employee; (b) was known to Employee prior to disclosure by Employer and not subject to another confidentiality obligation; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Employee without use of Proprietary Information, provided Employee documents such independent development.

3. ASSIGNMENT OF INVENTIONS

Employee agrees to promptly disclose in writing to Employer all Inventions conceived or reduced to practice by Employee during the period of employment or engagement. Employee hereby assigns and agrees to assign to Employer without further compensation all of Employee's right, title and interest in and to such Inventions, whether now known or hereafter discovered, and the rights to patents, copyrights, and other intellectual property protections relating thereto.

To the extent any jurisdiction restricts the transfer of rights, Employee agrees to grant Employer an exclusive, royalty-free, irrevocable, worldwide license to practice any such Invention that Employee is unable to assign.

4. EXCEPTIONS AND PRIOR INVENTIONS

Employee represents that Employee has listed on the Prior Inventions list below all inventions, if any, that Employee claims ownership of and that were developed prior to employment with Employer and that Employee wishes to exclude from this Agreement. If no such entry is made, Employee represents that there are no Prior Inventions.

5. DISCLOSURE PROCEDURE

Employee shall promptly disclose to Employer in writing the nature and details of each Invention and, upon Employer's request, promptly execute all applications, assignments, instruments, and other documents, and take such actions, as Employer reasonably requests to obtain, maintain, protect, and enforce Employer's rights in such Inventions in any and all countries.

6. EMPLOYEE OBLIGATIONS AND CONDUCT

Employee agrees to comply with Employer's policies regarding Proprietary Information, to cooperate with Employer in the protection and enforcement of intellectual property rights, and to refrain from using Employer's Proprietary Information for any purpose other than performance of Employee's duties. Employee acknowledges that unauthorized use or disclosure may cause irreparable harm to Employer.

7. RETURN OF MATERIALS

Upon termination of employment or at Employer's request, Employee shall promptly return to Employer all materials, documents, records, notebooks, electronic files, devices, and other property containing or embodying Proprietary Information and shall not retain any copies thereof.

8. NO CONFLICT; NO OBLIGATION

Employee represents that Employee's performance of this Agreement does not and will not breach any agreement with a third party. Employee shall, at the commencement of employment, disclose any obligations to third parties that might conflict with the terms of this Agreement on the form provided by Employer.

9. REMEDIES

Employee agrees that damages at law for breach of this Agreement may be inadequate and that Employer shall be entitled to seek injunctive and other equitable relief, without posting bond, in addition to any other remedies available at law or equity. Employee further agrees to reimburse Employer for reasonable attorneys' fees and costs incurred in enforcing this Agreement if Employer prevails.

10. CONSIDERATION

Employee acknowledges that Employee's continued employment or engagement, access to Employer's Proprietary Information, and other consideration constitute adequate and sufficient consideration for Employee's obligations under this Agreement.

11. NOTICES

All notices, consents, approvals, and communications required or permitted hereunder shall be in writing and delivered by hand, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below, or to other addresses as either party may designate in writing.

12. 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 laws principles.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER

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. Any amendment or modification hereof must be in writing and signed by both parties. Failure to enforce any right shall not constitute a waiver of that right.

14. SEVERABILITY; SURVIVAL

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The obligations of Employee with respect to Proprietary Information, assignment of Inventions, and remedies shall survive termination of Employee's employment or this Agreement.

15. MISCELLANEOUS

Employee acknowledges that Employer may assign its rights under this Agreement. This Agreement shall inure to the benefit of Employer's successors and assigns. Headings are for convenience only and do not affect interpretation.

Employee acknowledges receipt of a copy of this Agreement and understands its terms.

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