Form L.8
Non-Competition, Confidentiality, and Inventions Agreement
In consideration of employment of the Employee by Employer and payment to the Employee of salary or wages, this Non-Competition, Confidentiality and Inventions Agreement (the “Agreement”) is made between ______(“Employer”), a ______corporation with its principal office at ______, and ______(“Employee”) whose principal address is ______.
1.Loyalty and Best Efforts.During the Employee’s term of employment with Employer, the Employee will devote his or her full time and best efforts to the business of Employer and will not engage in any business activity which competes with the products or services being developed, marketed or sold by Employer.
2.Non-competition.THIS SECTION MAY AFFECT YOUR RIGHT TO ACCEPT EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO YOUR EMPLOYMENT BY Employer. The Employee agrees that during the term of Employee’s employment with Employer and for a period of one (1) year after the termination of Employee’s employment with Employer for any reason, whether with or without cause, the Employee will not render professional services of the type provided by Employee during Employee’s employment with Employer, directly or indirectly, whether as an employee, employee of a third party, consultant, or otherwise, (a) to any person, firm, or organization that is a client of Employer or was a client of Employer at any time during the period of Employee’s employment with Employer, with which Employee had any contact as a result of Employee’s employment by Employer, or (b) to any prospective client of Employer if the Employee participated in the solicitation of the prospective client while employed by Employer.
3.Non-solicitation.The Employee agrees that, during the term of Employee’s employment with Employer and for a period of one (1) year after the termination of such employment for any reason, whether with or without cause, the Employee willnot, on the behalf of Employee or any other person, corporation or entity, (a) directly or indirectly, solicit business from or call upon entities or individuals that are current clients or active prospects of Employer at the time of the termination of Employee’s employment with Employer and with which Employee had any contact as a result of Employee’s employment by Employer, for the purpose of soliciting, serving, or selling services or products similar to those being developed, licensed, or marketed by Employer, or (b) recruit employees of Employer, or otherwise seek to induce such employees to terminate employment with Employer or violate any agreement with Employer.
4.Proprietary Information.The Employee will not disclose to anyone outside Employer, and will not use except in the business of Employer, any confidential, proprietary, or secret information or material relating to the products, services, customers or business operations, personnel or activities of Employer, its licensers, or its clients (collectively, “Proprietary Information”), either during or after employment by Employer, except with the written permission of Employer. The Employee agrees that all Proprietary Information (whether or not learned, obtained or developed solely by Employee or jointly with others) shall remain the property of Employer, and that upon termination of employment or at any earlier time as requested by Employer, the Employee will immediately deliver all Proprietary Information in Employee’s possession or control to Employer. Proprietary Information includes, but is not limited to: source code, object code, operational and functional features, and limitations of Employer’s software; Employer’s research and development plans and activities; the prices, terms, and conditions of Employer’s contracts with its customers; the identities, needs, and requirements of Employer’s customers; Employer’s pricing policies and price lists; Employer’s business plans and strategies; Employer’s marketing plans and strategies; personnel information (such as employee lists, telephone numbers, addresses); and financial information regarding Employer. The Employee’s undertakings and obligations under this Paragraph shall not apply, however, to any information that: (i) is or becomes in the public domain through no action or failure to act on the Employee’s part; (ii) is generally disclosed to third parties by Employer without restrictions on such third parties; or (iii) is approved for release by written authorization of the President of Employer.
5.Inventions.As used herein, “Invention” means any concept, design, plan, product, equipment, idea, method, computer program, software, system design, hardware, manual, manuscript, or other documentation, or other thing, tangible or intangible, which is: (i) made, developed or conceived solely by the Employee or jointly with others during or in the course of the Employee’s employment by Employer; (ii) made, developed, or conceived wholly or partially as the result of any task assigned to the Employee or any work performed by the Employee for or on behalf of Employer; and/or (iii) made or developed with the use of Employer facilities or equipment. Any such Invention shall be considered a work made for hire. Employee hereby grants, assigns, and conveys to Employer all right, title, and interest in and to all Inventions, and irrevocably waives all moral rights in any Invention. The Employee further agrees that, during and at any time after Employee’s employment by Employer, the Employee shall execute any and all documents necessary or advisable to effectuate such assignment solely to Employer or its nominees, and shall cooperate in every lawful fashion to effectuate such assignment.
6.Conflicting Agreements.The Employee represents that employment by Employer will not conflict with any agreement to which the Employee is subject, and that the Employee will not disclose to Employer, and will not induce Employer to use, any confidential information or material belonging to others.
7.Return of Employer Property.Employer may provide the Employee with a portable personal computer for Employee’s use in the course of employment by Employer. The Employee acknowledges that any such personal computer, and all other Employer property that comes to be in the Employee’s custody, will remain the exclusive property of Employer. Upon termination of the Employee’s employment with Employer, whether voluntary or involuntary, or at any other time as requested by Employer, the Employee agrees to deliver to Employer: (i) any such personal computer; (ii) all other Employer property in the Employee’s control; and (iii) any and all records, notebooks, software, disks, tapes and other storage media, documentation, and other items relating to any research, experiment, or invention that could result in an Invention assignable to Employer pursuant to Paragraph 5.
8.Reasonableness.The Employee hereby agrees that the restrictions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of Employer. However, if, in any judicial proceeding, any provision of this Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable.
9.Survival.The Employee’s obligations under this Agreement shall survive the termination of Employee’s employment with Employer regardless of the manner of such termination, and shall be binding upon the Employee and the Employee’s heirs, executors, and administrators.
10.Employment at Will.The Employee agrees that the Employee is an at-will employee of Employer and that both the Employee and Employer may terminate the Employee’s employment at any time. The Employee understands that this Agreement does not create an obligation on the part of Employer or any other party to continue the employment of Employee.
11.Assignability.Employer shall have the unrestricted right to assign this Agreement to its parent company, its affiliates, and any and all successors in interest and this Agreement inures to the benefit of Employer, its subsidiaries, affiliated corporations, successors, and assigns. This Agreement, being personal, is not assignable by Employee.
12.Remedies.The Employee acknowledges that any breach of this Agreement by the Employee may cause irreparable injury to Employer, and in the event of such a breach, Employer shall have, in addition to any remedies at law, the right to an injunction to prevent or restrain a breach of the Employee’s obligations hereunder.
13.Governing Law.This Agreement shall be governed and construed in accordance with the laws of the State of ______, excluding, however, such laws as pertain to conflicts of law. Any action arising out of the Agreement or the termination of this Agreement, or the performance of services under this agreement, or the relationship between the parties established herein, shall be brought only in the ______County Superior Court of ______, or U.S. District Court for the District of ______, and Employee hereby consents to and submits to the jurisdiction of either of such courts for such purpose.
14.Waivers.The waiver by Employer or the Employee of any action, right, or condition in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event.
15.Headings.The section headings in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
16.Entire Agreement; Amendments.This Agreement constitutes the entire understanding of the parties with respect to its subject matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision hereof shall be valid unless made in writing and signed by the parties.
17.Understanding of Agreement.The Employee states that the Employee has had a reasonable period sufficient to study, understand, and consider this Agreement, that the Employee has had the opportunity to consult with counsel of the Employee’s choice, that the Employee has read this Agreement and understands all of its terms, that the Employee is entering into and signing this Agreement knowingly and voluntarily, and that in doing so the Employee is not relying upon any statement or representations by Employer and its agents.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument as of this ______day of ______, 20 ___.
EMPLOYERInsert Name Here
THE EMPLOYEE
______
(Management Signature)(Employee Signature)
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Employee Start Date