ASSOCIATE AGREEMENT REGARDING CONFIDENTIAL
INFORMATION AND PROPRIETARY DEVELOPMENTS
I am a paid associate of Hello Direct Inc. (Hello Direct). In consideration of my employment by Hello Direct, and in consideration of the payment to me of salary or other compensation that I shall receive for my services, I agree as follows:
I. Inventions: I agree that all inventions, improvements, data, processes discoveries, and computer software programs and other copyrightable works (which are called "Proprietary Developments" in this agreement) that are conceived of or made by me alone or with others while I am employed by Hello Direct that relate to the research or development of the business of Hello Direct, or result from tasks assigned to me by Hello Direct are the sole property of Hello Direct. As to all such Proprietary Developments and any other inventions made by me during the term of my employment, solely or jointly with others, using Hello Direct's equipment, supplies, facilities, trade secrets, or time, or which relate to the business of Hello Direct or Hello Direct's actual or demonstrably anticipated research or development, or which result from any work performed by me for Hello Direct, I agree:
1) to disclose them promptly to Hello Direct;
2) to assign them to Hello Direct; and
3) to do all things necessary, including executing documents, to assist Hello Direct in obtaining patent, copyright, trade secret or other legal protection in all countries. Hello Direct to pay the expenses.
II.Excluded Inventions: I have been informed and understand that section I does not apply to inventions or developments that are not subject to assignment under California Labor Code Section 2870 which provides in full:
(a)Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either-.
(1)Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2)Result from any work performed by the employee for the employer.
(b)To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
III. Information and Trade Secrets of Hello Direct: I understand that during my employment I may have access to and may produce confidential information, trade secrets, know-how business opportunities, and Proprietary Developments of Hello Direct. As to these I agree:
1. to use them only in performance of duties for Hello Direct; and
2. to hold them in confidence and to use all reasonable precautions to assure that they are not disclosed to, unauthorized persons or used in an unauthorized manner, both during and after my employment.
IV. Information of Former Employer. I have not brought and will not bring to Hello Direct any materials or documents of a former employer that are not generally available to the public, unless I have obtained the prior permission of that employer.
V. Delivery of Materials: Upon termination of my employment, I agree that I will promptly deliver to Hello Direct all documents or materials relating to the subject matter of paragraphs I and III of this agreement to Hello Direct.
- Timing of Invention: For the purpose of this agreement, a copyrightable work or invention is deemed to have been made during the period of Associate’s employment if, during such period, the invention was conceived or first actually reduced to practice, or, in the case of a work of authorship, was created within the meaning of 17 U.S.C. §101, and Associate agrees that any patent or copyright application filed within a year after termination of his/her employment shall be presumed to relate to a copyrightable work or invention which was made during the term of Associate's employment unless Associate can provide evidence to the contrary.
VII. Termination: As a condition for the foregoing employment, should employment be terminated for any reason, including Associate's resignation, Associate will not disrupt, damage, impair or interfere with the business of Hello Direct whether by way of interfering with or raiding its Associates, disrupting its relationships with customers, agents. representatives or vendors or otherwise, for a period of two years following the date of Associate’s termination. Associate is not, however, restricted from being employed by or engaged in a competing business.
VIII. Construction: The provision of this agreement shall be construed separately. If any of them is held invalid or unenforceable, the remaining provisions shall not be affected.
Signed this _____day of ______200__.
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Associate Signature
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Associate Name (Print Please)
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