Download - Agreement Employee NDA Invention

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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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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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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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

Download - Agreement Employee NDA Invention

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