Microsoft Word - Employment Agreement.doc

EMPLOYMENT AGREEMENT

In consideration for my employment with [Company Name], a California corporation, with offices at

[company address] (hereinafter “Company”), and the compensation paid or to be paid, I agree as follows:

1. EMPLOYEE’S OBLIGATIONS: I agree to perform diligently, faithfully and to the best of my ability,

all duties assigned and instructions given to me by authorized personnel of the Company, to comply with the

rules, regulations, policies and procedures of the Company, and to act and comport myself at all times in the

best interests of the Company.

2. OWNERSHIP OF INVENTIONS: With respect to any and all inventions, discoveries, conceptions,

ideas and/or improvements created, conceived or developed by me (whether alone or in combination with

others) at any time during my employment by the Company (the “Inventions”):

(a) I agree to promptly disclose the details of each such Invention to an authorized representative of the

Company and provide such representative with all information in my possession relative thereto including all

possible applications for such Inventions;

(b) All such Inventions, whether or not patented or patentable, shall be deemed the sole and exclusive

property of the Company; I agree to execute any and all documents which the Company deems necessary to

transfer or assign such rights to the Company, and I hereby do assign my entire right, title, and interest in

each of the Inventions to the Company;

necessary to obtain, maintain and/or enforce its rights in such Inventions including, but not limited to, any

patent applications which the Company elects to file in all countries in the world and, at no cost to the

Company, to fully cooperate with the Company in the obtaining, maintaining and enforcement of any

intellectual property protection sought or obtained for such Inventions including providing any testimony

required to obtain, maintain and/or enforce such rights; and

(d) I will not file any patent applications relating to such Inventions without first obtaining an express release

from a duly authorized representative of the Company.

This Paragraph 2 does not apply to any Invention that qualifies fully under California Labor Code § 2870,

which states:

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.

Notwithstanding California Labor Code § 2870, I agree to promptly and confidentially disclose the details of

each Invention to an authorized representative of the Company so that the Company can determine who owns

the Invention as permitted under California Labor Code § 2871.

3. OWNERSHIP OF TRADEMARKS: I acknowledge that the Company shall retain all right, title, and

interest in all trademarks, trade dress, and good will that results from the use of such trademarks and trade

dress within any field in which the Company has operated.

4. OWNERSHIP OF COPYRIGHTS: All products and results of my services rendered during the course

of my employment with the Company (the “Work”) are works made for hire. I acknowledge and agree that

the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and

exclusive property of the Company.

Notwithstanding the foregoing, I also hereby assign and transfer to the Company, its successors and assigns,

the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright

applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or

incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable

with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement

based on the copyrights; and all rights corresponding to the foregoing throughout the world.

If the Work is one to which the provisions of 17 U.S.C. § 106A apply, I hereby waive and appoint the

Company to assert on my behalf my moral rights or any equivalent rights regarding the form or extent of any

alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative

works based on the Work, including, without limitation, photographs, drawings or other visual reproductions

or the Work, in any medium, for the Company’s purposes.

I agree to execute all papers and to perform such other proper acts as the Company may deem necessary to

secure for the Company or its designee the rights herein assigned.

5. CONFIDENTIALITY AND TRADE SECRETS: I recognize that during the course of my

employment with the Company, I may have occasion to conceive, create, develop, review, or receive

information which is considered by the Company to be confidential or proprietary including information

relating to inventions, patent, trademark and copyright applications, improvements, know-how,

specifications, drawings, cost data, process flow diagrams, customer and vendor lists, cost and pricing

information, bills, ideas and/or any other written material referring to same (the “Confidential

Information”). Both during the term of my employment and thereafter:

(a) I acknowledge that the Confidential Information is valuable to the Company since the Confidential

Information is not generally known to the public or to other persons who can obtain economic value from its

disclosure or use.

(b) I agree to maintain in confidence such Confidential Information unless or until: (1) it shall have been

made public by an act or omission of a party other than myself; or (2) I receive such Confidential Information

from an unrelated third party on a non-confidential basis, whichever shall first occur. I further agree to use all

reasonable precautions to assure that all such Confidential Information is properly protected and kept from

unauthorized persons or disclosure.

equipment, models, mechanisms and the like obtained from or through the Company including, but not

limited to, all Confidential Information all of which I recognize is the sole and exclusive property of the

Company.

(d) I agree that I will not, without first obtaining the prior written permission of the Company: (1) directly or

indirectly utilize such Confidential Information in my own business; or (2) manufacture and/or sell any

product which is based in whole or in part on such Confidential Information; or (3) disclose such Confidential

Information to any third party; or (4) publish articles or other written materials, including blogs, pertaining to

the Company’s business or the Confidential Information.

6. NON-COMPETE: While in the employ of the Company, I will not render any services as either an

employee or independent consultant to any entity which is in direct competition with the Company or

which operates in any field in which the Company has operated or in which the Company is likely to

operate in the future.

7. EFFECT OF TERMINATION: My obligations under Paragraphs 2, 3, 4 and 5 shall survive expiration

or termination of this Agreement.

8. EXCLUDED INVENTIONS: I identified on the back of this Agreement all inventions and discoveries

which I conceived or developed prior to my employment by the Company and which are owned by either

myself or a former employer and shall not be part of this Agreement. Any such inventions or discoveries not

listed on the back of this Agreement shall be deemed made or conceived during such employment with the

Company.

9. EMPLOYMENT AT WILL: I understand that nothing in this Agreement creates a contract for

employment for any specific duration. I further understand that I am an at-will employee, meaning that either

I or the Company can terminate my employment with the Company at any time, with or without reason or

notice.

10. PRIOR AGREEMENTS: I further identified on the back of this Agreement all agreements which I

entered into with prior employers regarding the preservation of confidential information and/or the ownership

of inventions. It is expressly understood and agreed that the Company does not expect me to divulge the

confidential information of a prior employer or otherwise violate any provision of such agreements. I agree

to promptly supply to the Company copies of any such written agreements so identified.

11. GOVERNING LAW/DISPUTES: This Agreement shall be governed in accordance with the laws

of the State of California. In the event of any dispute, claim, question, or disagreement arising from or

relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the dispute,

claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good

faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to

both parties.

If they do not reach such solution within a period of 60 days, then, upon notice by either party to the

other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by

the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment

on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The

language of the arbitration shall be English, and the place of arbitration shall be Los Angeles County,

California.

The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its

costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the

arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and

telephone, court costs, witness fees, and attorneys’ fees.

12. AGREEMENT BINDING ON SUCCESSORS: The provisions of the Agreement shall be binding

upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

13. WAIVER: No waiver by either party of any default shall be deemed as a waiver of prior or

subsequent default of the same of other provisions of this Agreement.

14. SEVERABILITY: If any term, clause or provision in this Agreement is held invalid or

unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or

operation of any other term, clause or provision and such invalid term, clause or provision shall be

deemed to be severed from the Agreement.

15. ASSIGNABILITY: This Agreement and the rights and obligations under the Agreement are personal

with respect to me and may not be assigned by any act without the prior written consent of the Company.

The Company shall have the absolute, unfettered right to assign this Agreement to a successor in interest to

the Company or to the purchaser of any of the assets of the Company.

16. INTEGRATION: This Agreement constitutes the entire understanding of the Parties, and revokes

and supersedes all prior agreements between the Parties and is intended as a final expression of their

Agreement. It shall not be modified or amended except in writing signed by the Parties and specifically

referring to this Agreement. This Agreement shall take precedence over any other documents which may

conflict with this Agreement.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on

the dates indicated below.

EMPLOYEE

_______________________________

(Signature)

_______________________________

(Printed Name)

_______________________________

(Date)

[COMPANY NAME]

_______________________________

(Signature)

_______________________________

(Printed Name)

_______________________________

(Title)

_______________________________

(Date)

Z:\Sean\Templates and Samples\Misc Agreements\Employment Agreement.doc