ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Employee:
Date:
This Confidential Information and Invention Assignment Agreement (the “Agreement”) is entered into as of by and between ACME Resources LLC, a TX LLC located at (the “Company”), and , residing at (the “Employee”). In consideration of the Employee’s employment or continued employment and the compensation paid, the parties agree as follows.
“Confidential Information” means all non-public information disclosed to or learned by the Employee in connection with employment, including trade secrets, inventions, know-how, source code, algorithms, product plans, designs, research, financial information, pricing, business and marketing plans, and customer, supplier, and employee information, whether or not marked as confidential. The Employee will hold all Confidential Information in strict confidence, will use it only as necessary to perform his or her duties, and will not disclose it to any third party without authorization.
The Employee will treat confidential information of the Company’s customers, suppliers, and other third parties with the same care as the Company’s own Confidential Information and will not improperly use or disclose any confidential information or trade secrets of any former employer or other person.
The Employee agrees that all inventions, discoveries, developments, improvements, works of authorship, designs, and trade secrets (collectively, “Inventions”) that the Employee, solely or jointly, conceives, develops, or reduces to practice during the period of employment and that relate to the Company’s business or actual or anticipated research, or that are developed using Company time, equipment, supplies, facilities, or Confidential Information, are the sole property of the Company. The Employee hereby irrevocably assigns to the Company all right, title, and interest in and to such Inventions, including all related intellectual property rights. To the extent any work qualifies as a “work made for hire,” it is owned by the Company.
The assignment in Section 3 does not apply to any Invention that the Employee developed entirely on his or her own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for Inventions that either (a) relate at the time of conception or reduction to practice to the Company’s business or actual or demonstrably anticipated research or development, or (b) result from any work performed by the Employee for the Company. This Section is intended to comply with state statutes that limit the assignment of employee inventions (including, for example, California Labor Code §§ 2870–2872, and similar laws in Delaware, Illinois, Kansas, Minnesota, North Carolina, and Washington). The Employee acknowledges receipt of written notice of these limitations.
The Employee has listed below all inventions or works that the Employee made before this employment, that belong to the Employee, that relate to the Company’s business, and that are not assigned to the Company (“Prior Inventions”). If nothing is listed, the Employee represents that there are no Prior Inventions.
If, during employment, the Employee incorporates a Prior Invention into a Company product or process, the Employee grants the Company a non-exclusive, royalty-free, irrevocable, worldwide license to make, use, and sell that Prior Invention as part of the Company’s products and processes.
The Employee will promptly disclose to the Company all Inventions covered by Section 3 and will, at the Company’s expense, assist the Company in obtaining and enforcing patents, copyrights, and other rights, including by executing documents and giving testimony. The Employee irrevocably appoints the Company as attorney-in-fact to act on the Employee’s behalf for these purposes if the Employee is unable or unwilling to do so.
Under the federal Defend Trade Secrets Act, the Employee may not be held criminally or civilly liable for disclosing a trade secret that is made (a) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other filing made under seal in a lawsuit.
Upon termination of employment, or earlier upon request, the Employee will promptly return to the Company all Company property and all materials containing or derived from Confidential Information, including documents, devices, and copies, and will permanently delete any such materials in the Employee’s possession or control.
The Employee represents that performance of his or her duties does not and will not breach any agreement with or obligation to any prior employer or other party, and that the Employee will not bring to the Company or use any confidential information or trade secrets of any third party without authorization.
This Agreement is governed by the laws of the State of TX. The Employee’s obligations survive termination of employment. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. This Agreement is the entire agreement between the parties on its subject matter.
Name: Michael Yuan
Title: General Manager
Date:
Date: