Employee NDA/Assignment of Inventions

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This NONDISCLOSURE, NONCOMPETITION AND DEVELOPMENTS AGREEMENT is a legal agreement between me and [COMPANY NAME], a Delaware [limited liability company/corporation] ("[COMPANY]"). In this Agreement, "I" or "me" means the individual who is signing this agreement in connection with employment, or engagement as a contractor and "you" means [COMPANY], and includes any of [COMPANY]'s subsidiaries, subdivisions or affiliates, except that terms such as "both of you" mean both you and me; other terms are defined below.

In consideration and as a condition of my employment or engagement as a contractor by you, I agree as follows.

1. Confidentiality. I promise that I will not reveal to any person or entity any of your Company Material or any similar material of a third party that I am under an obligation to keep confidential. I will not use or attempt to use those materials in any manner that may injure or cause loss to you, and all those materials will be and remain your sole and exclusive property (or the third party who made it available to you, as the case may be). Immediately upon the termination of my services I must deliver all items containing Company Material to you without retaining any copy.

2. Assignment of Developments. If at any time or times during my services, including any time or times prior to the date of this Agreement, and whether at any of your facilities or elsewhere and whether or not during normal business hours, I (either alone or with others) make, conceive, discover or reduce to practice any Developments, then:

(a) I will promptly disclose to you each Development and communicate, without cost or delay, and without publishing the same, all available related information (with all necessary plans and models) to you;
(b) The Developments and related benefits will immediately become your sole and absolute property and I hereby assign any rights I may have or acquire in the Developments and resulting benefits and/or rights (including without limitation patent rights and "moral rights") to you without further compensation; and
(c) To the extent consistent with the Copyright Act of 1976 (the "Copyright Act"), each Development will be a "work made for hire" as that term is defined in Section 101 of the Copyright Act, and will be your sole property and you will be the sole author within the meaning of the Copyright Act, and if any Development or any portion is for any reason not a "work made for hire," this Agreement is an irrevocable assignment to you of the copyright to the Development throughout the world.

3. Assistance. I will, during my services and at any time afterwards, at your request and cost, sign, execute, make and do all deeds, documents, acts and things as you may reasonably require:

(a) To apply for, obtain and vest in your name alone (unless I otherwise direct) letters patent, copyrights or other analogous protection for Developments in any country throughout the world and when so obtained or vested to renew and restore the same; and
(b) To defend any opposition proceedings in respect of applications and any opposition proceedings or petitions or applications for revocation of letters patent, copyright or other analogous protection.

If you are unable, after reasonable effort, to secure my signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint you my attorney-in-fact, to act for and in my behalf and stead to execute and file any application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection with the same legal force and effect as if executed by me.

4. Prior Developments. I represent that the materials identified in the pages, if any, attached to this Agreement are all the materials which would have been Developments if I had produced them for you, but which I have made or conceived prior to my employment or engagement by you, and accordingly which are excluded from this Agreement. (I understand that it is only necessary to list the title and purpose of materials but not details.) I further represent that my performance of all of the terms of this Agreement and as an employee or contractor of you does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment or engagement by you. I have not entered into, and I agree I will not enter into, any agreement, either written or oral, in conflict herewith. Notwithstanding the foregoing, if I provide to you or incorporate into any of your products any materials (or techniques or processes which would infringe any materials), I hereby grant you a perpetual, royalty-free, nonexclusive, worldwide license to use those materials.

5. Non-Competition/Non-Solicitation. During my employment with you and for a period of two years after termination of my employment or engagement, for any reason, absent your prior written approval:

(a) I will not provide services, including but not limited to sales, marketing, market research, writing or editing, engineering or systems consulting, programming, or product development, as a consultant, employee, stockholder, partner, co-venturer, independent contractor, or otherwise, anywhere in the world on behalf of any business organization (i) engaged in direct or indirect competition with you, (ii) conducting a business of the type and character engaged in by you at the time of my termination, or (iii) developing products or services competitive with those of yours, nor will I (x) engage in such activities on my own behalf, or (y) engage in any activities preparatory to taking any of the foregoing actions or engaging in any of the foregoing activities.
(b) I will not contact any customers or former customers of yours.
(c) I will not seek to persuade any employee of yours to discontinue employment with you, nor to become employed in any business organization directly or indirectly competitive with your business.

6. No Promise of Employment. This Agreement does not create an obligation on your part or on the party of any other person or entity to continue my employment. Similarly, if I am a contractor, nothing in this Agreement will be interpreted or construed as implying any employment is contemplated or promised by you, or that my services will be required for any set period of time.

7. Survival. My obligations under this Agreement will survive the termination of my employment or engagement regardless of the manner of termination and will be binding upon my heirs, executors, administrators and legal representatives. I agree that any breach of this Agreement by I will cause irreparable damage to you and that in the event of breach I will have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder.

8. Assignment. You have the right to assign this Agreement in its entirety to your successors and assigns (and your rights in part to any purchaser or licensee of any of your products, to the extent relevant to the products), and all covenants and agreements hereunder will inure to the benefit of and be enforceable by said successors, assigns or purchasers.

9. Injunctive Relief. I agree that any breach of this Agreement by me will cause irreparable damage to you and that in the event of such breach you have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder.

10. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, exclusive of its rules governing choice of law and conflicts of law.

11. Definitions. The following terms have the following meanings:

"Company Material" includes trade secrets; confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans and proposals, and information concerning products, organization, business or finances. Confidential Information also includes all Developments.
"Developments" means invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any related interest (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that (i) relates to your then current or contemplated business or any customer of or supplier to you or any of the products or services being developed, manufactured or sold by you or which may be used in relation to any of them, (ii) results from tasks assigned to me by you or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by you.

References to the time of my "services" means the time of my engagement as a contractor or service as an employee.

DATED: _____________.


By Signature

Name (Please Print):


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