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Employee Confidentiality and Invention Agreement

This agreement is made between an employee and an employer whereby the employee agrees to keep certain company information confidential and assigns all rights and title to the employer for all work product developed and conceived during his or her employment. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement is useful for companies that deal with confidential information, especially technology companies, and is used when hiring new employees.



Employee Confidentiality and Invention Agreement
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This agreement is made between an employee and an employer whereby the employee
agrees to keep certain company information confidential and assigns all rights and title
to the employer for all work product developed and conceived during his or her
employment. This document contains numerous standard provisions that are commonly
included in these types of agreements, and may be customized to fit the specific needs
of the contracting parties. This agreement is useful for companies that deal with
confidential information, especially technology companies, and is used when hiring new
employees.
         EMPLOYEE CONFIDENTIALITY AND INVENTIONS
                      AGREEMENT
In consideration of EMPLOYEE’S employment or continued employment by
________________________, or any of its predecessors, successors or subsidiaries (collectively,
the "COMPANY"), and for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned (“EMPLOYEE”) agrees as follows:

1.       CONFIDENTIALITY:

1.1. EMPLOYEE understands that the COMPANY continually obtains and develops valuable
proprietary and confidential information concerning its business, business relationships and
financial affairs (the "Confidential Information") which may become known to me in connection
with EMPLOYEE’S employment. For purposes of this Agreement, “Confidential information”
shall include all information or material that is related to the business of the COMPANY which
i) may derive economic value, actual or potential, from not being generally known to or readily
ascertainable by other persons who can obtain economic value from its disclosure or use; and (ii)
is the subject of efforts by COMPANY that are reasonable under the circumstances to maintain
its secrecy and Classification including; (a) marking any information reduced to tangible form
clearly and conspicuously with a legend identifying its Confidential, Classification and
Proprietary nature: (b) identifying any oral presentation or communication as confidential
immediately before, during or after such oral presentation or communication; or (c) otherwise
treating such information as confidential. Confidential Information shall not include the
following: above shall not apply to the whole or any part of the Information to the extent that it
is:

 a)      trivial or obvious;

 b)      already in the other’s possession other than as a result of a breach of this clause;

 c)      in the public domain;

 d)      required to be disclosed by a governmental authority or by order of a court of competent
         jurisdiction, provided that such disclosure is subject to all applicable governmental or
         judicial protection available for like material and reasonable advance notice is given to
         the COMPANY.

1.2     EMPLOYEE acknowledges that all Confidential Information, whether or not in writing
and whether or not labeled or identified as confidential or proprietary, is and shall remain the
exclusive property of the COMPANY or the third party providing such information to Employee
or the COMPANY.

1.3     EMPLOYEE agrees that during the term of EMPLOYEE’S employment and thereafter,
EMPLOYEE shall use, publish and disclose Confidential Information only in the performance of
EMPLOYEE’S duties for the COMPANY and in accordance with COMPANY policy with
respect to the protection of Confidential Information. EMPLOYEE agrees not to use or disclose
such Confidential Information for EMPLOYEE’S own benefit or for the benefit of any other


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person or business entity. EMPLOYEE further agrees not to disclose, give away, divulge,
exchange or make known or available in any manner to any person, COMPANY, corporation or
other entity the Confidential Information or any information derived therefrom to any person
other than a director, officer, employee, consultant or other representative (“Representative”)
who needs to know such Confidential Information in connection with the performance of
______________________________________. EMPLOYEE agrees to exercise EMPLOYEE’S
best efforts to (a) receive and hold the Confidential Information in trust and in the strictest
confidence: (b) to protect the Confidential Information from disclosure and in no event take any
actions causing, or fail to take actions necessary in order to prevent, any Confidential
Information to lose its character as Confidential Information and (c) to not use, reproduce,
distribute, disclose or otherwise disseminate the Confidential Information except otherwise
stated.

1.4    Upon the termination of EMPLOYEE’S employment, or at any time upon the
COMPANY's request, EMPLOYEE shall return or destroy all Confidential Information of the
COMPANY and any notes, correspondence, analyses, compilations, documents or other records
containing Confidential Information, including all copies t

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