APPENDIX B
ASSIGNMENT ACKNOWLEDGEMENT AGREEMENT
I, ______, in consideration of my assignment by ______("Supplier") to Arizona Public Service Company ("Company"), acknowledge and understand the following conditions of my assignment:
GENERAL TERMS OF ASSIGNMENT
1. I have been assigned to Company by Supplier as a temporary contract worker. Supplier and not Company shall be responsible for paying all of my wages and benefits. Supplier and not Company shall be responsible for withholding and/or paying all income tax, social security, unemployment compensation, workers’ compensation and other taxes, assessments and other contributions.
2. I am not entitled to any Company-provided benefits, including, without limitation, vacation, sick leave, holiday pay, medical and dental benefits, outage or other Company incentives and 401k, and specifically disclaim all rights to such benefits.
3. I will familiarize myself with and adhere to all Company policies applicable to temporary contract workers, including those pertaining to safe work practices, site work requirements, work place harassment and maintaining a drug-free work place.
4. I can be removed from my assignment at Company for any reason at any time, with or without notice, with no liability by Company.
______I acknowledge and understand the General Terms of Assignment provisions above.
NON-DISCLOSURE
I may in connection with my assignment to Company be exposed to Confidential Information belonging to Company, and therefore agree to the following:
5. I will only disclose, verbally or visually, any Confidential Information to which I may have access to Company employees, agents or representatives who are authorized to have access to Confidential Information, and will take all precautions necessary to prevent Confidential Information from being disclosed to any third parties, unless expressly instructed to do so by an authorized representative of Company. In addition, I will administer and store Confidential Information in accordance with Company's policies and procedures. The term "Confidential Information" shall include without limitation, the following: (a) all forms and types of business, technical, scientific, engineering, financial, economic employment, and other information belonging to, used by or in the possession of Company relating to its business, customers (including without limitation, customer lists and accounts), vendors, systems, procedures, methods and techniques, inventions, ideas, discoveries, improvements, know-how, show-how, production and marketing costs, development plans, computer programs, databases, forms, economic and financial analyses, financial information, marketing plans, employee files, trade secrets of every kind and character, and the like; and (b) Developed Intellectual Property (as described in Section 12 of this Assignment Acknowledgement Agreement ["Agreement"]). Confidential Information is limited to that information and to those materials that derive actual or potential economic value from not being generally known or readily ascertainable to the public or to Company’s competitors and that information which could, if disclosed without Company authorization, create a security risk to any person or property. Confidential Information also includes any information or materials described above which Company obtains from another party and which Company treats as proprietary, designates as Confidential Information or is otherwise obligated to keep confidential, whether or not owned or developed by Company.
For assignments of work concerning activities at the Palo Verde Nuclear Generating Station, Confidential Information shall be as defined in the Nuclear Administrative and Technical Manual which is available upon request to Company, and shall also include "Restricted Data", "Safeguard Information", and computer programs or related materials.
6. I will not use any Confidential Information disclosed to me by or on behalf of Company (including the knowledge gained therefrom) for any purpose other than in connection with my assignment to Company as a temporary contract worker.
7. I will not copy, reproduce, abstract, remove from Company’s facilities, or distribute, in whole or in part, any Confidential Information, unless expressly instructed to do so by an authorized representative of Company.
8. I will not use in connection with my assignment to Company any portion of any confidential or proprietary information that I may have acquired from or developed under another assignment or employer or other third party, unless authorized by such employer or other outside party.
9. This Agreement shall not prohibit any communications to agencies that are required or allowed under applicable governmental regulations, including, without limitation, Nuclear Regulatory Commission regulations 10 C.F.R. Section 50.7 "Employee Protection" and 10 C.F.R. part 19.
10. If I am requested or ordered to disclose Confidential Information by any regulatory authority or by a court of law, or if I am requested by any other third party to disclose Confidential Information, I will promptly notify the authorized representative of Company to whom I report on this assignment, and provide full details of such order or request before I comply with it, so that Company is afforded the opportunity to participate in the disclosure, for the purpose of resisting it, or otherwise to obtain any continuing protection of the Confidential Information that it considers necessary.
______I acknowledge and understand the Non-Disclosure provisions above.
INTELLECTUAL PROPERTY
I may in connection with my assignment to Company create Intellectual Property, and therefore agree to the following:
11. The term "Intellectual Property" as used herein shall mean and include, without limitation, all subject matter of, and all United States and foreign rights to, (a) all patents, patent applications, inventions, improvements, ideas, methods and techniques, know-how, show-how, discoveries, Confidential Information, trademarks, servicemarks, trade dress, copyrights, forms of expression in any medium, customer lists customer accounts, systems procedures, costs, development plans, marketing plans, computer programs, databases, forms, economic and financial analyses, credit risk assessment, credit analyses, financial information, employee files, and trade secrets; (b) all intellectual property rights similar to any of the foregoing; and (c) copies and tangible embodiments thereof (in whatever form or medium, including electronic media).
12. I hereby agree that all Intellectual Property that is in whole or in part conceived, reduced to practice or made by me during or after the term of my assignment with Company and that is conceived or made through the use of any of Company’s resources, Confidential Information, equipment, facilities, supplies, trade secrets or time, or that results in any way from work performed by me for Company (collectively referred to as "Developed Intellectual Property") is the sole and exclusive property of Company. I agree to assign and hereby assign all Developed Intellectual Property to Company. I agree to promptly execute any documents as may be required by Company to vest in Company any United States or foreign rights to all Developed Intellectual Property, and to otherwise cooperate with Company in securing all such rights during and after the term of my assignment.
13. Without limiting the foregoing, I hereby agree that all copyrightable work product in the Developed Intellectual Property shall be deemed to be “works made for hire” and that Company shall be deemed the author thereof under the US Copyright Act (Title 12 of the US Code), and if for any reason any of such copyrightable work product is deemed not a work for hire, I agree to assign all rights in such works to Company. Company shall own no rights to original works of authorship or other work product reduced to tangible form by me prior to my assignment to Company, provided that I have identified such works (if any) in writing prior to signing this Agreement and the listing is attached hereto.
______I acknowledge and understand the Intellectual Property provisions above.
OTHER TERMS
14. If my work or assignment involves a photograph or a visual and/or audio recording of my presentation, lecture, or demonstration, including, without limitation, my name, picture, likeness, statement, or voice, I agree that it may be used, either alone or in combination with any other material, by Company or anyone acting under Company's authority or permission, whether or not Company has any copyright interest in such photograph or recording in accordance with the Agreement and Company shall have the royalty-free right to copy, perform, edit, combine, distribute, exhibit, broadcast, display, and use such photograph or recording and any copies made thereof and to permit others to do so.
15. I acknowledge and agree that specific performance or injunctive relief, in addition to other legal and equitable relief, are appropriate remedies for any breach of this Agreement by me. I agree that in the event of my actual or threatened violation or breach of this Agreement, I will not allege or assert that Company has an adequate remedy at law in respect to the relief sought in the proceeding, nor will I seek the posting of a bond by Company in such action.
16. I further acknowledge and agree that this Agreement does not constitute a contract of employment and that the terms of this Agreement cannot be modified except in writing signed both by me and an authorized management representative of Company who is at a director level or above. This Agreement supersedes all prior agreements pertaining to the subject matter hereof and remains in effect following the completion of my assignment.
17. I acknowledge that I may be required to sign additional acknowledgement forms that are specific to my work tasks or work site.
______I acknowledge and understand the Other Terms provisions above.
Signed: Date:
Print Name:
FOR ALL NON-PALO VERDE CONTRACT PERSONNEL
Supplier shall FAX the completed Appendix B, Assignment Acknowledgement
Agreement, to Corporate Human Resources at (602) 371-6245.