CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
The following confirms an agreement between me, ___, an individual residing in the state of
___, and ___ (the “Company”). This agreement is a material part of the
consideration for my employment by Company or any of its affiliates or any of its or their predecessors
(each, a “Company Entity” and collectively, the “Company Entities”):
1. Conflicting Agreements. I have not entered into, and I agree I will not enter into, any agreement either
written or oral in conflict with this Agreement or my employment with any Company Entity. I will not
violate any agreement with or rights of any third party or, except as expressly authorized by Company in
writing hereafter, use or disclose my own or any third party’s confidential information or intellectual
property when acting within the scope of my employment or otherwise on behalf of any Company Entity.
Further, I have not retained anything containing any confidential information of a prior employer or other
third party, whether or not created by me.
2. Ownership of Rights.
(a) Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights,
mask work rights, sui generis database rights and all other rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-
how, ideas and information made or conceived or reduced to practice, in whole or in part, by me during the
term of my employment with any Company Entity to and only to the fullest extent allowed by applicable
law (collectively “Inventions”) and I will promptly disclose all Inventions to Company. I hereby assign to
the Company all right, title, and interest in and to all Inventions (and all intellectual property and other
proprietary rights therein and thereto). I shall further assist Company, at Company’s expense, to further
evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any
rights specified to be so owned or assigned. I hereby irrevocably designate and appoint Company as my
agents and attorneys-in-fact to act for and in my behalf to execute and file any document and to do all other
lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if
executed by me. If anything created by me prior to my employment relates or may relate in any way to any
Company Entity’s actual or proposed business, I have listed it on Appendix A. If I use or (except pursuant
to this Section 2) disclose my own or any third party’s confidential information or intellectual property
when acting within the scope of my employment or otherwise on behalf of any Company Entity, Company
will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive,
transferable, sublicensable (with rights to sublicense through multiple tiers of sublicensees) right and
license to make, have made, modify, import, use, sell, offer to sell, practice any method or process in
connection with, copy, distribute, prepare derivative works of, display, perform and otherwise exploit such
confidential information or intellectual property. If, under applicable law and notwithstanding the
foregoing, I retain any right, title, or interest (including any intellectual property or other proprietary rights)
with respect to any Invention for any reason, I hereby grant and agree to grant to the Company, without any
limitations or additional remuneration, a perpetual, irrevocable, worldwide, royalty-free, exclusive,
transferable, and sublicenseable (with rights to sublicense through multiple tiers of sublicensees) license to
make, have made, modify, import, use, sell, offer to sell, practice any method or process in connection with,
copy, distribute, prepare derivative works of, display, perform and otherwise exploit such Invention.
(b) To the extent allowed by law, Section 2 includes all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,”
“droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under
applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral
Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. I will
confirm any such ratifications, consents and agreements from time to time as requested by Company.
(c) I acknowledge that all original works of authorship which are made by me (solely or jointly with others)
within the scope of my service to the Company and which are protectable by copyright are “works made
for hire,” pursuant to U.S. Copyright Act (17 U.S.C., Section 101).
3. Confidential Information. I agree that all Inventions and all other business, technical and financial
information (including, without limitation, the identity of and information relating to customers or
employees) I develop, learn or obtain during the term of my employment that relate to any Company Entity
or the business or demonstrably anticipated business of any Company Entity or that are received by or for
any Company Entity in confidence, constitute “Proprietary Information.” I will hold in confidence and not
disclose or, except within the scope of my employment, use any Proprietary Information. However, I shall
not be obligated under this paragraph with respect to information I can document is or becomes readily
publicly available without restriction through no fault of mine. Upon termination of my employment, I will
promptly return to Company all items containing or embodying Proprietary Information (including all
copies), except that I may keep my personal copies of (i) my compensation records, (ii) materials distributed
to shareholders generally and (iii) this Agreement. I also recognize and agree that I have no expectation of
privacy with respect to any Company Entity’s telecommunications, networking or information processing
systems (including, without limitation, stored computer files, email messages and voice messages) and that
my activity and any files or messages on or using any of those systems may be monitored at any time
without notice.
With respect to 18 U.S.C. § 1833(b) (which is attached as Appendix B), I understand that I have the right
to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney,
for the sole purpose of reporting or investigating a suspected violation of law. If I file a lawsuit or other
proceeding asserting retaliation for reporting a suspected violation of law, I also have the right, to disclose
trade secrets to my attorney and in a document filed in that lawsuit or other proceeding, but only if the filing
is made under seal and protected from public disclosure and if I otherwise do not disclose the trade secret,
except pursuant to court order. I also understand that nothing in this Agreement is intended to conflict with
18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18
U.S.C. § 1833(b).