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Name
of Company
EMPLOYEE AGREEMENT
Employee's
Last Name
First Name
Middle Initial In
order for ("THE
COMPANY") to maintain a competitive edge, THE COMPANY must
protect its inventions, discoveries, works of authorship and its
proprietary technical and business information. Therefore,
every new employee is required to sign this Agreement as a
condition of employment with THE COMPANY. By
signing this Agreement, I agree: 1.
As they are used in this Agreement, the term
"inventions" includes inventions, improvements and
discoveries, (whether or not they are patentable); and the term
"works of authorship" includes writings, drawings,
software, semiconductor mask works, and other works of
authorship (whether or not they are copyrightable). 2.
I will promptly disclose to THE COMPANY in writing, all
inventions and works of authorship which are conceived, made,
discovered, written or created by me alone or jointly with
someone else on THE COMPANY's time or on my own time, while I am
employed by THE COMPANY and for one year after termination of my
employment; and I assign all rights to these inventions and
works of authorship to THE COMPANY. 3.
I will give THE COMPANY all assistance it reasonably
requires to perfect, protect, and use its rights to inventions
and works of authorship. In
particular, I will sign all documents, do all things, and supply
all information that THE COMPANY considers necessary or
desirable to transfer or record the transfer of my entire right,
title and interest in inventions and works of authorship; and to
enable THE COMPANY to obtain patent, copyright, or other legal
protection for inventions and works of authorship.
Any out-of-pocket expenses will be paid by THE COMPANY. 4.
Exempted from this Agreement is any invention for which
(1) no equipment, supplies, facility or trade secret information
of the employer was used and which was developed entirely on the
employee's time, and (2) which does not relate (a) directly to
the business of the employer or (b) to the employer's actual or
demonstrably anticipated research or development, and (3) which
does not result from any work performed by the employee for the
employer. This
is not a substitute for legal advice. An
attorney must be consulted. |
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5.
Also excluded from this Agreement are the following
inventions and works of authorship which I own or control and
WHICH WERE CONCEIVED, MADE, WRITTEN, OR CREATED by me PRIOR TO
EMPLOYMENT WITH THE COMPANY, although they would be useful to
THE COMPANY, its subsidiaries or affiliates.
(1)
(2)
(3)
Other than these, I do not claim to own or control rights
in any inventions or works of authorship and will not assert any
rights against THE COMPANY. 6.
I understand that if I possess proprietary information of
another person or company as a result of prior employment, THE
COMPANY expects me to honor any legal obligation I have with
that person or company with respect to that proprietary
information. 7.
I will never divulge or use any of the proprietary
technical and business information of THE COMPANY for my or
another's benefit, unless authorized in writing by THE COMPANY.
Nor will I accept any employment which would inherently
involve the use or disclosure by me of proprietary information
of THE COMPANY. 8.
All documents and other tangible property relating in any
way to the business of THE COMPANY are the exclusive property of
THE COMPANY (even if I authored or created them).
I agree to return all such documents and tangible
property to THE COMPANY upon termination of employment or at
such earlier time as THE COMPANY may request me to do so. 9.
During my employment, I will not plan, organize or engage
in any business competitive with any product or service marketed
or planned for marketing by THE COMPANY or conspire with others
to do so and will not engage in any other activity which may
create a conflict of interest with THE COMPANY. 10.
For a period of two years after termination of my
employment with THE COMPANY:
(a)
I will inform my new employer, prior to accepting
employment, of the existence of this Employee Agreement and
provide such employer with a copy thereof.
(b)
If I have been or am employed by THE COMPANY in a sales
capacity, I will not render services in the United States,
directly or indirectly, to any Conflicting Organization in
connection with the development, manufacture, marketing, sale,
merchandising, leasing, servicing or promotion of any
Conflicting Product to any person or organization upon whom I
called, or whose account I supervised on behalf of THE COMPANY,
at any time during the last three years of my employment by THE
COMPANY.
(c)
If I have been or am employed by THE COMPANY in a
nonsales capacity, I will not render, to any Conflicting
Organization, services, directly or indirectly, in the United
States, or in any country in which THE COMPANY has a plant for
manufacturing a product upon which I worked during my employment
by THE COMPANY or in which THE COMPANY provides a service in
which I participated during my employment by THE COMPANY, except
that I may accept employment with a large Conflicting
Organization whose business is diversified (and which, as to
part of its business, is not a Conflicting Organization),
provided THE COMPANY, prior to my accepting such employment,
shall receive separate written assurances satisfactory to THE
COMPANY from such Conflicting Organization and from me, that I
will not render services directly or indirectly in connection
with any Conflicting Product. This
is not a substitute for legal advice. An
attorney must be consulted. |
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(d)
If I am unable to obtain employment consistent with my
abilities and education, within one month after termination of
my employment with THE COMPANY, solely because of provisions of
paragraph 10, such provisions shall thereafter continue to bind
me only as long as THE COMPANY shall make payments to me equal
to my monthly base pay at termination (exclusive of extra
compensation, bonus or employee benefits) for each month of such
unemployment, commencing with the second month after termination
of my employment with THE COMPANY.
I agree that I will, during each month of such
unemployment, make conscientious and aggressive efforts to find
employment; and I will, within ten days after the end of each
calendar month, give THE COMPANY a detailed written account of
my efforts to obtain employment.
Such account will include a statement by me that,
although I aggressively sought employment, I was unable to
obtain it solely because of the provisions of paragraph 10.
It is understood that THE COMPANY shall, at its option,
be relieved of making a monthly payment to me for any month
during which I failed to seek employment conscientiously and
aggressively, and to account to THE COMPANY, as provided for
above.
THE COMPANY is obligated to make such payments to me,
upon my fulfillment of the conditions set forth above, for
twenty-three consecutive months, unless THE COMPANY gives me
written permission to accept available employment or gives me a
written release from the obligations of paragraph 10.
THE COMPANY's obligation to make such monthly payments
shall terminate upon my death or upon my obtaining employment.
I agree that I will give prompt written notice of such
employment to THE COMPANY.
THE COMPANY shall not be liable, under this Agreement, or
in any action relating thereto, for any amount greater than the
equivalent of twenty-three such monthly payments, less amounts
paid to me by THE COMPANY pursuant to this Agreement; THE
COMPANY not being obligated to make a payment to me for the
first month of such employment.
(e)
If, after termination of my employment with THE COMPANY,
I obtain other employment but, because of the provisions of
paragraph 10, my position is such that my gross monthly income
will be less than that which I last received from THE COMPANY as
monthly base pay at termination, then THE COMPANY's obligations
to make payments to me for the period specified in paragraph
10(d) will be limited to the difference between my monthly base
pay at THE COMPANY, at termination, and the gross monthly income
I will receive in my subsequent employment.
(f)
CONFLICTING PRODUCT, as used in this agreement, means any
product, method or process, system or service of any person or
organization other than THE COMPANY, in existence or under
development, which is the same as or similar to or competes
with, or has a usage allied to, a product, method or process,
system or service upon which I worked (in either a sales or a
nonsales capacity) during the last three years of my employment
by THE COMPANY or about which I acquire Confidential
Information. (g)
CONFLICTING ORGANIZATION, as used in this agreement,
means any person or organization which is engaged in or about to
become engaged in, research on or development, production,
marketing, leasing, selling or servicing of a Conflicting
Product. This
is not a substitute for legal advice. An
attorney must be consulted. |
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11.
I will comply with all THE COMPANY guidelines, policies
and procedures. 12.
I will participate in an exit interview at the time of
termination of employment with THE COMPANY, and will sign a
statement that I have returned to THE COMPANY all documents and
tangible property, and that I acknowledge my continuing
obligations under this Employee Agreement. 13.
I acknowledge that all of the provisions of this
Agreement are fair and necessary to protect the interests of THE
COMPANY. However,
if a provision of this Agreement is held invalid by a court of
competent jurisdiction, the remaining provisions will
nonetheless be enforceable according to their terms.
Further, if any provision is held to be overbroad as
written, that provision should be considered to be amended to
narrow its application to the extent necessary to make the
provision enforceable according to applicable law and enforced
as amended. 14.
I understand that even if THE COMPANY waives or fails to
enforce the terms of this Agreement or any similar agreement in
one instance, that will not constitute a waiver by THE COMPANY
of rights with respect to other violations of this or any other
agreement. 15.
This Agreement will be binding on my heirs, assigns and
legal representatives, and it may be transferred by THE COMPANY
to its successors and assigns.
Accepted by
Company Name
Date Date
Signature of Employee By
Address Title
This
is not a substitute for legal advice. An
attorney must be consulted. |
This is not a substitute for legal
advice. An
attorney must be consulted.
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