agreement employee nda invention

Download Agreement Employee NDA Invention

Post on 05-Apr-2018

217 views

Category:

Documents

0 download

Embed Size (px)

TRANSCRIPT

  • 7/31/2019 Agreement Employee NDA Invention

    1/8

    ______________________________________________________________

    EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

    1

    MATADOR LLC

    EMPLOYEE PROPRIETARY INFORMATION AND

    ASSIGNMENT OF INVENTIONS AGREEMENT

    This Agreement is made by and between Matador LLC (Company) and ___________________________________ (hereinafter called Employee).

    Company and Employee agree as follows:

    1. Definitions: As used in this Agreement, the following terms have the following

    meanings:

    A. Inventions. Inventions means all discoveries, developments, designs,

    improvements, inventions, formulas, software programs, processes, techniques, know-how, data,

    research, techniques, and technical data (whether or not patentable or registrable under patent,

    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

    from use of property owned, leased, or contracted for by Company. Inventions also includes

    anything that derives actual or potential economic value from not being generally known to the

    public or to other persons who can obtain economic value from its disclosure or use.

    B. Proprietary Information. Proprietary Information means information (a)

    that is not known by actual or potential competitors of Company or is generally unavailable to the

    public, (b) that has been created, discovered, developed, or otherwise become known to Company,

    or in which property rights have been assigned or otherwise conveyed to Company, and (c) that has

    material economic value to Companys present or future business. Proprietary Information

    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,

    processes, techniques, know-how, data, research, technical data, customer and supplier lists,

    customer contacts and preferences, and any modifications or enhancements of any of the foregoing,

    and all program, marketing, sales, personnel, or other financial or business information disclosed to

    Employee by Company, either directly or indirectly, in writing or orally or by drawings or

    observation, which has actual or potential economic value to Company.

    C. Rights. Rights means all patents, trademarks, service marks and

    copyrights, and other rights pertaining to Proprietary Information, Inventions, or both.

    2. Duty of Trust and Confidentiality. Employees employment with Company (theEmployment) creates a duty of trust and confidentiality to Company with respect to the

    Proprietary Information, Inventions, or any other information: (1) Related, applicable, or useful to

    the business of Company, including its anticipated research and development; or (2) Resulting from

    tasks assigned to Employee by Company; or (3) Resulting from the use of equipment, supplies, or

    facilities owned, leased, or contracted for by Company; or (4) Related, applicable, or useful to the

    business of any of Companys clients or customers, which may be made known to Employee by

  • 7/31/2019 Agreement Employee NDA Invention

    2/8

    __________________________________________________________

    EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

    2

    Company or by such client or customer, or learned by Employee during the course of his/her

    employment.

    3. Nondisclosure of Proprietary Information. At all times, both during employment

    and after cessation of employment, whether cessation is voluntary or involuntary: (1) Employee

    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

    without Companys prior express written consent, except as may be necessary in the ordinary

    course of performing Employees job duties for Company. In addition to the foregoing, Employee

    agrees to promptly advise Company if Employee learns of any unauthorized release or use of

    Companys Proprietary Information, and Employee will take reasonable measures to prevent

    unauthorized persons or entities from having access to, obtaining, or being furnished with any

    Proprietary Information.

    4. Confidential and Proprietary Information of Third Parties. Company has

    received and in the future will receive from third parties their confidential or proprietary

    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

    to hold all such confidential or proprietary information in strictest confidence, and will not disclose,

    use, or induce or assist in the use or disclosure of any such confidential or proprietary information

    without Companys prior express written consent, except as may be necessary in the ordinary

    course of performing Employees job duties for Company, consistent with its agreement with such

    third party.

    5. Assignment of Proprietary Information and Inventions. All Proprietary

    Information and Inventions shall be the sole property of Company and its assigns, and Company

    and its assigns shall be the sole owner of all Rights. Employee assigns to Company all Rights that

    Employee may have or acquire and any other rights Employee may have pertaining to anyProprietary Information and/or Inventions.

    6. Property Right Registrations; Execution of Necessary Documents. Employee

    will assist Company or any person designated by Company in every proper way (but at Companys

    expense) to obtain and from time to time enforce the Rights, including registrations and applications

    for patents, copyrights, or other intellectual property rights, in any and all countries. To this end,

    Employee will execute all documents for use in applying for, registering, obtaining, and enforcing

    the Rights as Company may desire, together with any assignments of the Rights to Company or

    persons designated by it. Employees obligation to assist Company or any person designated by it

    in obtaining and enforcing the Rights shall continue beyond the cessation of employment, whether

    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

    because of Employees physical or mental incapacity or for any other reason whatsoever, Employee

    irrevocably designates and appoints Company and its duly authorized officers and agents as

    Employees agents and attorneys-in-fact to act for and on behalf of Employee in the execution and

    filing of any such application and in furthering the application for and enforcement of any Rights,

    with the same legal force and effect as if such acts were performed by Employee. Employee

    acknowledges that all original works of authorship which are made by Employee (solely or jointly

  • 7/31/2019 Agreement Employee NDA Invention

    3/8

    __________________________________________________________

    EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT

    3

    with others) within the scope of Employment and which can be protected by copyright, are works

    for hire, as that term is defined in the United States Copyright Act.

    7. Exception to Assignment of Inventions. Any provision in this Agreement

    requiring Employee to assign Employees rights in all inventions shall not apply to any Invention

    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.

    8. Disclosure of Inventions and Maintenance of Records. Employee will promptly

    disclose to Company all discoveries, developments, designs, improvements, inventions, formulas,

    software programs, processes, techniques, know-how, data, research, and technical data, whether or

    not patentable or registrable under patent, copyright or similar statutes or reduced to practice, made

    or conceived or reduced to practice or learned by Employee, either alone or jointly with others

    during the period of Employment, for the purpose of permitting Company to determine whether

    they constitute Inventions. Company will receive such disclosures in confidence. To facilitate the

    complete and accurate disclosures described above, Employee shall maintain complete written

    records of all Inventions and all work, study, and investigation done by Employee duringEmployment, which records shall be Companys property.

    9. Inventions Retained by Employee. Employee has listed in Exhibit A all

    inventions or improvements relevant to the subject matter of Employment that have been made or

    conceived of or first reduced to practice by Employee alone or jointly with others before

    Employment and that are excluded from the operation of this Agreement. This list includes all

    unpatented but potentially patentable ideas and inventions conceived prior to Employment which

    have not been assigned to a former employer. Employee represents and warrants that the list is

    complete. If no such list is attached, Employee represents that there are no Prior Inventions.

    Employee agrees not to allow any Prior Invention to be incorporated into any product, process,