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15-08[a] Form: Employee Confidential Information and Inventions Agreement Employee Confidential Information and Inventions Agreement Memorandum of Agreement by and between the undersigned, hereinafter designated as "Employee", and X Corporation, a _________ corporation, hereinafter designated as "Corporation." In consideration of Employee's employment by the Corporation during such time as shall be mutually agreeable to Corporation and Employee, this Agreement being a condition thereof and ancillary thereto, the Corporation and Employee hereby agree as follows: 1. During employment by the Corporation, Employee will have access to certain confidential information and materials, including but not limited to _________, originated in the Corporation or disclosed to the Corporation by others under agreements to hold the same confidential ("Confidential Information"); and Employee may during the period of employment make, develop or conceive inventions, discoveries, concepts, ideas, information and improvements, either patentable or not, which relate to or are useful in the business or activities in which the Corporation is or may become engaged, and which may or may not also constitute Confidential Information ("Inventions"). 2. Employee agrees not to utilize any such Confidential Information for his own benefit nor to disclose, disseminate, lecture upon or publish articles about any such Confidential Information to any one outside the Corporation, or to any officer or employee of the Corporation not also having access to such information, at any time either during or after employment by the Corporation, unless the Corporation expressly consents beforehand in writing. 3. Employee agrees to disclose promptly, in writing if so requested, to _________, any Inventions that he may make, develop or conceive during the period of his employment by the Corporation or by its predecessors or successors in business. All such Inventions shall be and remain the property of the Corporation. Employee hereby assigns (and agrees to assign) to the Corporation all Employee's rights, title and interest in any such Inventions, whether or not during the period of his employment such Inventions may be reduced to practice, and to execute all patent applications, assignments and other documents, and to take all other steps necessary, to vest in the Corporation the entire right, title and interest in and to those Inventions and in and to any patents obtainable therefor in the United States and in foreign countries. 4. If it chooses to prosecute applications for patent for any such Inventions, it being understood that it is not obligated to do so, the Corporation shall assume the entire expense of preparing, filing and prosecuting such applications, through patent counsel appointed by the Corporation. 5. It is understood and agreed that the Corporation shall have the royalty-free right to use, or to adapt and to develop in any way all Inventions conceived or made by Employee, whether or not patentable, including but not limited to processes, methods, formulas, and techniques, as well as improvements thereof or know-how related thereto, or not to use them at all should it so choose. 6. All records and other material pertaining to Confidential Information, whether developed by Employee or others, shall be and remain the property of the Corporation. Upon termination of Employee's employment with the Corporation, all documents, records, notebooks and other material of any kind pertaining to or containing Confidential Information then in Employee's possession, whether prepared by Employee or others, will be left with or returned to the Corporation. 7. Except as listed on Appendix A which is attached to this Agreement, Employee will not assert any rights to any inventions, discoveries, concepts or ideas, or improvements thereof or know-how related thereto, as having been made or acquired by Employee prior to being employed by the Corporation, or since then, and not otherwise covered by the terms of this Agreement. 8. Employee shall not be obligated to assign to the Corporation any invention made by him while in the Corporation's employ which does not relate to any business or activities in which the Corporation is or may become engaged, except that he is so obligated if the same relates to or is based on confidential or proprietary information to which Employee shall have had access during and by virtue of his employment or arises out of work assigned to him by the Corporation. Nor shall Employee be obligated to assign any invention which may be wholly conceived by Employee after he leaves the employ of the Corporation, except that he is so obligated if such invention shall involve the utilization of confidential or proprietary information obtained while in the employ of the Corporation. Nor shall Employee be obligated to assign any invention which relates to or would be useful in any business or activities in which the Corporation is engaged if such invention was conceived and reduced to practice by Employee prior to his employment with the Corporation, provided that all such inventions are listed at the time of employment on the attached Appendix A. 9. Employee represents and warrants that his/her employment with the Corporation does not and will not breach any agreement or duty which Employee has to anyone else to keep in confidence confidential information belonging to others. Employee will not disclose to the Corporation or use in its behalf any confidential information belonging to others. 10. Employee acknowledges that any failure to carry out any obligation under this Agreement, or a breach by Employee of any provision herein, will constitute immediate and irreparable damage to the Corporation, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. Employee also understands that other action may be taken and remedies enforced against the Employee. 11. This Agreement supersedes any prior or contemporaneous agreement concerning assignment of patent rights or trade secrets between Corporation and Employee. 12. Employee's obligations under this Agreement shall continue after termination of employment by the Corporation. This Agreement shall inure to the benefit of the Corporation, its successors, assigns and designees, and is binding upon the assigns, executors and administrators and other legal representatives of Employee. 13. This Agreement shall be construed in accordance with and governed for all purposes by the law of the State of _________. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. IN WITNESS WHEREOF the parties have signed this agreement as of the ________ day of _________, 20____. Employer By __________________ Authorized Officer_____________________ Employee Appendix A to Employee Confidential Information and Inventions Agreement I represent that I have indicated on this Appendix all Inventions (as defined in the Agreement) in which I owned any right or interest prior to my employment with the Corporation. I agree that any present or future Inventions not listed in this Appendix are subject to assignment under the attached Employee Confidential Information and Inventions Agreement. Brief Description of Right, Title or Interest Inventions and Date Acquired ____________________Dated:__________________________________ Employee฀