Agreement Employee NDA Invention

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<ul><li><p>7/31/2019 Agreement Employee NDA Invention</p><p> 1/8</p><p>______________________________________________________________</p><p>EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>1</p><p>MATADOR LLC</p><p>EMPLOYEE PROPRIETARY INFORMATION AND</p><p>ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>This Agreement is made by and between Matador LLC (Company) and ___________________________________ (hereinafter called Employee).</p><p>Company and Employee agree as follows:</p><p>1. Definitions: As used in this Agreement, the following terms have the following</p><p>meanings:</p><p>A. Inventions. Inventions means all discoveries, developments, designs,</p><p>improvements, inventions, formulas, software programs, processes, techniques, know-how, data,</p><p>research, techniques, and technical data (whether or not patentable or registrable under patent,</p><p>copyright or similar statutes and including all rights to obtain, register, perfect, and enforce thoseproprietary interests) that are related to or useful in Companys present or future business or result</p><p>from use of property owned, leased, or contracted for by Company. Inventions also includes</p><p>anything that derives actual or potential economic value from not being generally known to the</p><p>public or to other persons who can obtain economic value from its disclosure or use.</p><p>B. Proprietary Information. Proprietary Information means information (a)</p><p>that is not known by actual or potential competitors of Company or is generally unavailable to the</p><p>public, (b) that has been created, discovered, developed, or otherwise become known to Company,</p><p>or in which property rights have been assigned or otherwise conveyed to Company, and (c) that has</p><p>material economic value to Companys present or future business. Proprietary Information</p><p>includes trade secrets (as defined under South Dakota Codified Laws 37-29-1 et al.) and all otherdiscoveries, developments, designs, improvements, inventions, formulas, software programs,</p><p>processes, techniques, know-how, data, research, technical data, customer and supplier lists,</p><p>customer contacts and preferences, and any modifications or enhancements of any of the foregoing,</p><p>and all program, marketing, sales, personnel, or other financial or business information disclosed to</p><p>Employee by Company, either directly or indirectly, in writing or orally or by drawings or</p><p>observation, which has actual or potential economic value to Company.</p><p>C. Rights. Rights means all patents, trademarks, service marks and</p><p>copyrights, and other rights pertaining to Proprietary Information, Inventions, or both.</p><p>2. Duty of Trust and Confidentiality. Employees employment with Company (theEmployment) creates a duty of trust and confidentiality to Company with respect to the</p><p>Proprietary Information, Inventions, or any other information: (1) Related, applicable, or useful to</p><p>the business of Company, including its anticipated research and development; or (2) Resulting from</p><p>tasks assigned to Employee by Company; or (3) Resulting from the use of equipment, supplies, or</p><p>facilities owned, leased, or contracted for by Company; or (4) Related, applicable, or useful to the</p><p>business of any of Companys clients or customers, which may be made known to Employee by</p></li><li><p>7/31/2019 Agreement Employee NDA Invention</p><p> 2/8</p><p>__________________________________________________________</p><p>EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>2</p><p>Company or by such client or customer, or learned by Employee during the course of his/her</p><p>employment.</p><p>3. Nondisclosure of Proprietary Information. At all times, both during employment</p><p>and after cessation of employment, whether cessation is voluntary or involuntary: (1) Employee</p><p>will keep in strictest confidence and trust all Proprietary Information; and (2) Employee will notdisclose, use, or induce or assist in the use or disclosure of any Proprietary Information or Rights</p><p>without Companys prior express written consent, except as may be necessary in the ordinary</p><p>course of performing Employees job duties for Company. In addition to the foregoing, Employee</p><p>agrees to promptly advise Company if Employee learns of any unauthorized release or use of</p><p>Companys Proprietary Information, and Employee will take reasonable measures to prevent</p><p>unauthorized persons or entities from having access to, obtaining, or being furnished with any</p><p>Proprietary Information.</p><p>4. Confidential and Proprietary Information of Third Parties. Company has</p><p>received and in the future will receive from third parties their confidential or proprietary</p><p>information including, but not limited to, medical records, subject to a duty to maintain theconfidentiality of such information and to use it only for certain limited purposes. Employee agrees</p><p>to hold all such confidential or proprietary information in strictest confidence, and will not disclose,</p><p>use, or induce or assist in the use or disclosure of any such confidential or proprietary information</p><p>without Companys prior express written consent, except as may be necessary in the ordinary</p><p>course of performing Employees job duties for Company, consistent with its agreement with such</p><p>third party.</p><p>5. Assignment of Proprietary Information and Inventions. All Proprietary</p><p>Information and Inventions shall be the sole property of Company and its assigns, and Company</p><p>and its assigns shall be the sole owner of all Rights. Employee assigns to Company all Rights that</p><p>Employee may have or acquire and any other rights Employee may have pertaining to anyProprietary Information and/or Inventions.</p><p>6. Property Right Registrations; Execution of Necessary Documents. Employee</p><p>will assist Company or any person designated by Company in every proper way (but at Companys</p><p>expense) to obtain and from time to time enforce the Rights, including registrations and applications</p><p>for patents, copyrights, or other intellectual property rights, in any and all countries. To this end,</p><p>Employee will execute all documents for use in applying for, registering, obtaining, and enforcing</p><p>the Rights as Company may desire, together with any assignments of the Rights to Company or</p><p>persons designated by it. Employees obligation to assist Company or any person designated by it</p><p>in obtaining and enforcing the Rights shall continue beyond the cessation of employment, whether</p><p>voluntary or involuntary. If Company is unable, after reasonable efforts, to secure Employeessignature on any document or documents needed to apply for or enforce any Rights, whether</p><p>because of Employees physical or mental incapacity or for any other reason whatsoever, Employee</p><p>irrevocably designates and appoints Company and its duly authorized officers and agents as</p><p>Employees agents and attorneys-in-fact to act for and on behalf of Employee in the execution and</p><p>filing of any such application and in furthering the application for and enforcement of any Rights,</p><p>with the same legal force and effect as if such acts were performed by Employee. Employee</p><p>acknowledges that all original works of authorship which are made by Employee (solely or jointly</p></li><li><p>7/31/2019 Agreement Employee NDA Invention</p><p> 3/8</p><p>__________________________________________________________</p><p>EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>3</p><p>with others) within the scope of Employment and which can be protected by copyright, are works</p><p>for hire, as that term is defined in the United States Copyright Act.</p><p>7. Exception to Assignment of Inventions. Any provision in this Agreement</p><p>requiring Employee to assign Employees rights in all inventions shall not apply to any Invention</p><p>whose assignment to the Company pursuant to this Agreement would be expressly prohibited by aspecifically applicable state law, regulation, rule or public policy of the State of South Dakota.</p><p>8. Disclosure of Inventions and Maintenance of Records. Employee will promptly</p><p>disclose to Company all discoveries, developments, designs, improvements, inventions, formulas,</p><p>software programs, processes, techniques, know-how, data, research, and technical data, whether or</p><p>not patentable or registrable under patent, copyright or similar statutes or reduced to practice, made</p><p>or conceived or reduced to practice or learned by Employee, either alone or jointly with others</p><p>during the period of Employment, for the purpose of permitting Company to determine whether</p><p>they constitute Inventions. Company will receive such disclosures in confidence. To facilitate the</p><p>complete and accurate disclosures described above, Employee shall maintain complete written</p><p>records of all Inventions and all work, study, and investigation done by Employee duringEmployment, which records shall be Companys property.</p><p>9. Inventions Retained by Employee. Employee has listed in Exhibit A all</p><p>inventions or improvements relevant to the subject matter of Employment that have been made or</p><p>conceived of or first reduced to practice by Employee alone or jointly with others before</p><p>Employment and that are excluded from the operation of this Agreement. This list includes all</p><p>unpatented but potentially patentable ideas and inventions conceived prior to Employment which</p><p>have not been assigned to a former employer. Employee represents and warrants that the list is</p><p>complete. If no such list is attached, Employee represents that there are no Prior Inventions.</p><p>Employee agrees not to allow any Prior Invention to be incorporated into any product, process,</p><p>technology or machine of the Company. If in the course of my employment with the Company,Employee incorporates into a Company product, process, technology or machine a Prior Invention,</p><p>the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,</p><p>worldwide license (with the right to sublicense) to make, have made, modify, make derivative</p><p>works of, use, sell and otherwise distribute or exploit such Prior Invention as part of or in</p><p>connection with such product, process, technology or machine.</p><p>10. Conflicting Employment; Business Opportunities During the Period of</p><p>Employment. Employee will not directly or indirectly engage in any employment, occupation,</p><p>consulting arrangement, or other business activity in competition with Company or which interferes</p><p>with Employees duties as an employee of Company. Employee will not engage in any business</p><p>enterprise that would be in competition with Company. Employee shall promptly disclose toCompanys appropriate corporate officers or directors all business opportunities that are (i)</p><p>presented to Employee in Employees capacity as an officer or employee of Company, and (ii) of a</p><p>similar nature to the type of business Company currently engages in or has expressed an interest in</p><p>engaging in the future. Employee will not usurp or take advantage of any such business opportunity</p><p>without first offering such opportunity to Company.</p><p>11. Returning of Company Documents and Other Tangible Items. On termination of</p></li><li><p>7/31/2019 Agreement Employee NDA Invention</p><p> 4/8</p><p>__________________________________________________________</p><p>EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>4</p><p>Employment for whatever reason, whether with or without cause, Employee will not take or allow</p><p>any third party to take, and Employee will deliver to Company, all original copies and all</p><p>reproductions of Proprietary Information, including devices, records, sketches, reports, notebooks,</p><p>proposals, lists, correspondence, equipment, documents, computer diskettes and hard drives,</p><p>photographs, negatives, undeveloped film, notes, drawings, specifications, tape recordings or other</p><p>electronic recordings, programs, data, customer lists, or other materials or property of any naturebelonging to Company or pertaining to Employees work with Company. Employee recognizes that</p><p>the unauthorized taking of any Proprietary Information is illegal and may result in liability under</p><p>State and Federal law.</p><p>12. Covenant Not to Compete. Employee shall not at any time within a one (1) year</p><p>period immediately following termination of employment for any reason whether with or without</p><p>cause (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any</p><p>interest as an employee, salesperson, consultant, partner, officer or director in, or otherwise aid or</p><p>assist in any manner (i) any firm, corporation, partnership, proprietorship or other business, so long</p><p>as Company, or any successor in interest of Company to the business and goodwill of Company,</p><p>remains engaged in business in any such county, city or part thereof or continues to solicitcustomers or potential customers therein provided, however, that Employee may own, directly or</p><p>indirectly, solely as an investment, securities of any person which are traded on any national</p><p>securities exchange if such Shareholder (i) is not a controlling person of, or a member of a group</p><p>which controls, such person or (ii) does not, directly or indirectly own one percent or more of any</p><p>class of securities of such person. For purposes of this Paragraph the business activities which may</p><p>not be engaged in during the Restricted Period by Employee or by any firm, corporation,</p><p>partnership, proprietorship or other business in which Employee has any interest.</p><p>13. Solicitation of Business. During the Restricted Period, Employee shall not solicit or</p><p>assist any other person to solicit any business (other than for Company) from any present or past</p><p>customer of Company; or request or advise any present or future customer of Company towithdraw, curtail or cancel its business dealings with Company; or commit any other act or assist</p><p>others to commit any other act which might injure the business of Company.</p><p>14. Employees. During the Restricted Period, Employee shall not directly or indirectly</p><p>(i) solicit or encourage any employee of Company to leave the employ of Company or (ii) hire any</p><p>employee who has left the employ of Company if such hiring is proposed to occur within one year</p><p>after the termination of such employee's employment with the Company.</p><p>15. Termination of Employment; Reaffirmation of Obligations. The terms and</p><p>conditions of this Agreement shall continue to apply to any period after termination of</p><p>Employment, for whatever reason, and to any period during which Employee performs services forCompany as a consultant or independent contractor, if any. On termination of Employment,</p><p>Employee will attend an exit interview and sign and deliver the Termination Certificate attached</p><p>to this Agreement as Exhibit "B. Employees failure to sign the Termination Certificate, however,</p><p>will not affect Employees obligations under this Agreement.</p><p>16. At-Will Employment. Nothing in this Agreement obligates Company to continue to</p><p>employ Employee. Notwithstanding the provisions of this Agreement, employment with Company</p></li><li><p>7/31/2019 Agreement Employee NDA Invention</p><p> 5/8</p><p>__________________________________________________________</p><p>EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT</p><p>5</p><p>is at-will and may be terminated at any time, with or without cause and with or without prior</p><p>notice.</p><p>17. Equitable Remedies...</p></li></ul>


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