agreement employee nda invention
TRANSCRIPT
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7/31/2019 Agreement Employee NDA Invention
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______________________________________________________________
EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT
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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
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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
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EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT
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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,
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,
the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with the right to sublicense) to make, have made, modify, make derivative
works of, use, sell and otherwise distribute or exploit such Prior Invention as part of or in
connection with such product, process, technology or machine.
10. Conflicting Employment; Business Opportunities During the Period of
Employment. Employee will not directly or indirectly engage in any employment, occupation,
consulting arrangement, or other business activity in competition with Company or which interferes
with Employees duties as an employee of Company. Employee will not engage in any business
enterprise that would be in competition with Company. Employee shall promptly disclose toCompanys appropriate corporate officers or directors all business opportunities that are (i)
presented to Employee in Employees capacity as an officer or employee of Company, and (ii) of a
similar nature to the type of business Company currently engages in or has expressed an interest in
engaging in the future. Employee will not usurp or take advantage of any such business opportunity
without first offering such opportunity to Company.
11. Returning of Company Documents and Other Tangible Items. On termination of
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Employment for whatever reason, whether with or without cause, Employee will not take or allow
any third party to take, and Employee will deliver to Company, all original copies and all
reproductions of Proprietary Information, including devices, records, sketches, reports, notebooks,
proposals, lists, correspondence, equipment, documents, computer diskettes and hard drives,
photographs, negatives, undeveloped film, notes, drawings, specifications, tape recordings or other
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
the unauthorized taking of any Proprietary Information is illegal and may result in liability under
State and Federal law.
12. Covenant Not to Compete. Employee shall not at any time within a one (1) year
period immediately following termination of employment for any reason whether with or without
cause (the "Restricted Period"), have any ownership interest (of record or beneficial) in or have any
interest as an employee, salesperson, consultant, partner, officer or director in, or otherwise aid or
assist in any manner (i) any firm, corporation, partnership, proprietorship or other business, so long
as Company, or any successor in interest of Company to the business and goodwill of Company,
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
indirectly, solely as an investment, securities of any person which are traded on any national
securities exchange if such Shareholder (i) is not a controlling person of, or a member of a group
which controls, such person or (ii) does not, directly or indirectly own one percent or more of any
class of securities of such person. For purposes of this Paragraph the business activities which may
not be engaged in during the Restricted Period by Employee or by any firm, corporation,
partnership, proprietorship or other business in which Employee has any interest.
13. Solicitation of Business. During the Restricted Period, Employee shall not solicit or
assist any other person to solicit any business (other than for Company) from any present or past
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
others to commit any other act which might injure the business of Company.
14. Employees. During the Restricted Period, Employee shall not directly or indirectly
(i) solicit or encourage any employee of Company to leave the employ of Company or (ii) hire any
employee who has left the employ of Company if such hiring is proposed to occur within one year
after the termination of such employee's employment with the Company.
15. Termination of Employment; Reaffirmation of Obligations. The terms and
conditions of this Agreement shall continue to apply to any period after termination of
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,
Employee will attend an exit interview and sign and deliver the Termination Certificate attached
to this Agreement as Exhibit "B. Employees failure to sign the Termination Certificate, however,
will not affect Employees obligations under this Agreement.
16. At-Will Employment. Nothing in this Agreement obligates Company to continue to
employ Employee. Notwithstanding the provisions of this Agreement, employment with Company
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is at-will and may be terminated at any time, with or without cause and with or without prior
notice.
17. Equitable Remedies. Employee expressly acknowledges and agrees that irreparable
injury will result to Company from Employees violation of any of the terms of this Agreement.
Employee expressly agrees that Company will be entitled, in addition to damages and any otherremedies provided by law, to an injunction or other equitable remedy respecting such violation or
continued violation.
18. Choice of Law. This Agreement and any dispute arising from the relationship
between the parties to this Agreement shall be governed by and construed under and according to
South Dakota law.
19. Enforceability and Severability. If a court or an arbitrator of competent
jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole
or in part for any reason, the validity and enforceability of the remaining provisions, or portions of
them, shall not be affected. Any action brought by either party shall be brought in the SuperiorCourt of the County of Pennington.
20. No Waiver. No waiver of a breach, failure of any condition, or any right or remedy
contained in or granted by the provisions of this Agreement shall be effective unless it is in writing
and signed by the party waiving the breach, failure, right, or remedy. No waiver by Company of
any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or
remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the
writing so specifies.
21. Entire Agreement. This Agreement and the exhibits referred to in this Agreement
constitute the final, complete, and exclusive statement of the terms of the agreement between theparties pertaining to the subject matter of this Agreement and supersede all prior and
contemporaneous understandings or agreements of the parties. No party has been induced to enter
into this Agreement by, nor is any party relying on, any representation or warranty outside those
expressly set forth in this Agreement. This Agreement may be supplemented, amended, or
modified only by the mutual agreement of the parties. No supplement, amendment, or modification
of this Agreement shall be binding unless it is in writing and signed by both Employee and the
General Manager of Company.
22. Successors and Assigns. This Agreement shall be binding on and shall inure to the
benefit of the parties to this Agreement and their respective heirs, executors, assigns and
administrators.
23. Notices. Any and all notices required under this Agreement shall be mailed to the
addresses as follows, unless another address is provided in witting to the other party:
MATADOR LLC.
Attn: Rob Crandall
1660 Deadwood Ave.
Rapid City, SD 57702
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EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT
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Signed on behalf of Company and Employee this ____ day of __________, 2012.
MATADOR LLC
By: _____________________________
Rob Crandall, President
EMPLOYEE
____________________________________
____________________________________
[Print Name Above]
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EMPLOYEE PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT
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EXHIBIT A
The following is a complete list of all inventions or improvement relevant to the subject matter of
my Employment with COMPANY that have been made or conceived of or first reduced to practice
by me, alone or jointly with others, before Employment with the COMPANY:
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EXHIBIT B
TERMINATION CERTIFICATE
1. When I signed the attached Employee Proprietary Information and Assignment of Invention
Agreement (the Agreement), I read and understood the terms of the Agreement. I have nowreviewed the Agreement again as part of my exit interview and fully understand the terms of the
Agreement and my continuing obligations under the Agreement.
2. I have fully complied with the terms of the Agreement, including (a) the disclosure and
assignment to COMPANY of any Inventions (as defined in the Agreement) covered by the
Agreement, and (b) the return of any documents and other tangible materials of any nature
pertaining to my employment with COMPANY, including all Proprietary Information (as defined in
the Agreement).
3. I acknowledge and agree to comply with my continuing obligations under the Agreement,
including my obligation not to use for personal benefit or disclose to others any ProprietaryInformation.
DATED: _______________________
_______________________________
Signature of Employee
WITNESSED:
_________________________________
Signature of Witness