intellectual property agreement

[http://dummy.us.eu.org/robert (Robert)]

Employee Patent and Confidential Information Agreement

Employee's Last Name (Print) First Name Initial

TO: xxxx INC.

In consideration of my employment or continued employment in any capacity with
xxxx (as hereinafter defined), the salary, wages, or benefits paid for my
services in the course of such employment, and the use of the facilities and
experience of xxxx and the opportunity given by xxxx to me to acquire
Confidential Information (as hereinafter defined) relating to the business of
xxxx, I voluntarily agree as follows:

1. For the purposes of this Agreement, the following words shall have the
   following meanings:
a. "xxxx" shall mean xxxx Inc. and its parent, the xxxx Group,
   subsidiaries, divisions and affiliates, or their successors or
   predecessors.
b. "Confidential Information" shall mean information (1) disclosed to or
   known by the undersigned Employee as a consequence of or through
   his/her employment with xxxx, including any information imparted to
   xxxx by third parties, (2) not generally known outside xxxx, and (3)
   which relates to xxxx's business.  "Confidential Information" is
   intended to include trade secrets and proprietary information.
c. "Inventions" shall mean any new or useful art, discovery, contribution,
   finding, or improvement whether or not patentable, and all related
   know-how.
d. "Copyright Works" shall mean materials for which copyright protection
   may be obtained, including but not limited to: literary works, computer
   programs, artistic works (including designs, graphs, drawings,
   blueprints and other works), recordings, photographs, slides, motion
   pictures, and audio-visual works.
e. "Mask Works" shall mean a series of related images, however fixed or
   encoded, having or representing a predetermined, 3- dimensional pattern
   of metallic, insulating, or semiconductor material present or removed
   from the layers of a semiconductor chip product; and in which series
   the relation of the images to one another is that each image has the
   pattern of the surface of one form of the semiconductor chip product
   and is fixed in a semiconductor chip product.
f. "Moral Rights" shall mean and include the following: The right of an
   author to be known as the author of a work; to prevent others from
   being named as the author of the work; to prevent others from falsely
   attributing to an author the authorship of work which he or she has not
   in fact written; to prevent others from making deforming changes in an
   author's work; to withdraw a published work from distribution if it no
   longer represents the views of the author; and to prevent others from
   using the work or the author's name in such a way as to reflect on his
   or her professional standing.

2. I understand, acknowledge and agree to disclose and assign to xxxx,
   promptly and fully, all Inventions, ideas or other suggestions (whether
   or not patentable), all Confidential Information, all Copyrightable
   Works and all Mask Works, made or conceived by me (alone or jointly
   with others) during the period of my employment with xxxx which: (a)
   relate or correspond to the actual or anticipated business, research
   and development or investigations of xxxx which at the time of
   conception are within the scope of my employment, or which relate or
   correspond to any other actual or anticipated business, research and
   development or investigations of xxxx which I become aware of as a
   result of my employment with xxxx, knowledge of which I would not
   ordinarily have but for my employment with xxxx; or (b) result
   directly, or indirectly, from, or are suggested by, any work which I
   have done or may do for or on behalf of xxxx; or (c) are developed,
   tested, improved or investigated, either in part or entirely, on time
   for which I was paid by xxxx or while I was using or receiving the
   benefit of any resources of xxxx.

3. I further agree to execute at any time, during or after my employment,
   an assignment for each such Invention, Confidential Information,
   Copyright Work or Mask Work as xxxx may request and on such forms as
   xxxx may provide. I will promptly and fully assist xxxx during and
   subsequent to my employment in every lawful way, including the signing
   of any and all lawful papers, taking all lawful oaths, and doing all
   lawful acts, including giving testimony, without reimbursement other
   than my normal compensation as an employee of xxxx, except for a
   reasonable payment for the time involved in the event my employment
   with xxxx has terminated, to obtain, secure, and protect for the
   benefit of xxxx, at the expense of xxxx, all patents, copyrights, mask
   works or other proprietary rights for Inventions, Copyright Works or
   Mask Works in any and all countries, regardless of whether I personally
   believe such rights to be protectable under law.

*HR0048*

4a. Unless otherwise agreed to in writing by xxxx, original works of
    authorship fixed in any tangible form, prepared by me alone or jointly
    with others, within the scope of my employment with xxxx, shall be
    deemed a "work made for hire" under the copyright laws of the United
    States and shall be owned by xxxx. I understand that any assignment or
    release of such works can only be made by xxxx. I will do everything
    reasonably necessary to enable xxxx or its nominee to protect its
    rights in such works.

4b. With respect to each and every Copyright Work, which I am and will be
    obligated to assign to xxxx hereunder and each and every "work made
    for hire," I hereby waive any Moral Rights, which I may have therein,
    respecting xxxx's use(s) thereof. To the extent that this waiver is
    invalid or unenforceable, I agree to execute at any time, during or
    after my employment with xxxx, a waiver of Moral Rights for each such
    Copyright Work and "work made for hire" as xxxx may request and on
    such form(s) as xxxx may provide.

5. I will keep and maintain adequate and current written records of all
   Inventions, Confidential Information, Copyright Works, and Mask Works
   in the form of notes, sketches, drawings, reports or other documents
   relating thereto, in both hard copy or electronic form, which records
   shall be and shall remain the exclusive property of xxxx and shall at
   all times be available to xxxx and promptly upon demand delivered to
   xxxx.

6. I understand all writings, records, and other documents and items,
   either in hard copy or electronic form, containing any Inventions,
   Confidential Information, Copyright Works or Mask Works in my custody
   or possession shall be the exclusive property of xxxx, and shall not be
   copied and/or removed from the premises of xxxx, except in pursuit of
   the business of xxxx, and shall be delivered to xxxx, without retaining
   any copies, upon the termination of my employment or at any time as
   requested by xxxx.

7. I agree not to disclose any Confidential Information or proprietary
   information of xxxx (including, but not limited to: business plans,
   customer lists, drawings, computer programs (in any form), accounting
   methods, inventories, inventions, processes, technological innovations,
   and identity of xxxx employees and their areas of expertise), including
   information received in confidence by xxxx from others, either during
   or after my employment with xxxx, except upon the prior written consent
   of xxxx. It is understood that such Confidential Information and
   proprietary information of xxxx includes matters that I conceive or
   develop as well as matters I learn from other employees of xxxx. I will
   not, except as xxxx may otherwise consent or direct in writing, reveal
   or disclose, sell, use, lecture upon, or publish any Confidential
   Information or proprietary information of xxxx, or authorize anyone
   else to do these things, at any time, either during or subsequent to my
   employment with xxxx. This clause shall continue in full force and
   effect and survive alter termination of my employment.

8. I agree that during the period of my employment with xxxx, I will not
   disclose to xxxx or use in the course of my employment with xxxx any
   trade secrets or other proprietary information which I may have
   acquired because of employment with an employer other than xxxx,
   whether such information is in my memory or embodied in a writing or
   other physical form.
   
9. I will notify xxxx in writing before I make any disclosure or perform
   or cause to be performed any work for or on behalf of xxxx which
   appears to threaten or conflict with: 1. rights I claim in any
   invention or idea, (a) conceived by me or others prior to my employment
   by xxxx, or (b) otherwise outside the scope of this Agreement, or 2.
   rights of others arising out of obligations incurred by me, (a) prior
   to this Agreement, or (b) otherwise outside the scope of this
   Agreement. In the event of my failure to give notice under the
   circumstances specified above, xxxx may assume that no conflicting
   Invention or idea exists, and I agree that I will make no claim against
   xxxx with respect to the use of any such invention or idea in any work
   or the production of any work that I perform or cause to be performed
   for or on behalf of xxxx.

10. I recognize that ideas, Inventions, Confidential Information,
   Copyright Works, or Mask Works relating to my activities while working
   for xxxx and conceived or made by me, alone or with others, within one
   year after termination of my employment may have been conceived in
   significant part while employed by xxxx. Accordingly, I agree that such
   Ideas, Inventions, Confidential Information, Copyright Works, or Mask
   Works shall be presumed to have been conceived during my employment
   with xxxx and are to be assigned to xxxx under the terms of this
   Agreement unless and until I have clearly established the contrary by
   appropriate documentation and support.

11. I give assurance to xxxx that I will not knowingly, unless I have
   obtained prior written authorization from the U.S. Department of
   Commerce or am otherwise permitted by the U.S. Department of Commerce
   Export Regulations, re-export or otherwise disclose, directly or
   indirectly, any technology or software received from xxxx, nor allow
   the direct product thereof to be shipped directly or indirectly, to any
   of the countries proscribed under Part 779.4 (e) and (f) of the U.S.
   Department of Commerce Export Regulations.
   
12. If any provision of this Agreement is declared void or unenforceable
   or against public policy, such provision shall be deemed severable from
   this Agreement and the balance of this Agreement shall remain in full
   force and effect.

13. At the end of this Agreement, I have set forth what I represent and
   warrant to be a complete list of all Inventions, if any, patented or
   unpatented, Copyright Works, or Mask Works including a brief description
   thereof (without revealing any confidential or proprietary information of
   any other party), which I made or conceived prior to my employment with
   xxxx and for which I claim ownership or are in the physical possession of
   a former employer and which are therefore excluded from the scope of this
   Agreement. If there are no such exclusions from this Agreement, I have so
   indicated by writing "NONE" below in my own handwriting.
   
14. At the end of this Agreement, I have set forth what I represent and
   warrant to be a complete list of agreements or obligations to which I am
   presently a party that may be in conflict with any obligations undertaken
   by this Agreement. If there are no such agreements or obligations, I have
   indicated so by writing "NONE" below in my own handwriting.
   
15. This Agreement survives my employment by xxxx. It is not an
   employment contract and is not in any way intended to restrict my right
   or the right of xxxx to terminate the employment relationship at any
   time. This is consistent with the fact that each employee's employment
   with xxxx is based upon an "employment at will" relationship. In
   addition, this Agreement is binding upon my heirs, executors,
   administrators, or other legal representatives. Upon termination of my
   employment with xxxx, I shall, if requested by xxxx, reaffirm in writing
   my recognition of the importance of maintaining the confidentiality of
   the Confidential Information, xxxx's proprietary information and trade
   secrets and reaffirm all of the obligations set forth in this Agreement.
   
16. This Agreement supersedes, terminates, and otherwise renders null and
   void any and all prior agreements or understandings entered into with
   respect to the matters covered herein.

17. This Agreement shall be construed and enforced in accordance with the
   laws of the State of New Jersey. The parties hereby consent to and submit
   to the jurisdiction of the federal and state courts located in the State
   of New Jersey.
   
18. I agree that this Agreement may not on behalf of or in respect to
   xxxx be changed or modified, or released, discharged, abandoned, or
   otherwise terminated, in whole or in part, except by an instrument in
   writing signed by an officer or otherwise authorized executive of xxxx.
   
Signed at , this day of , 20

(City) (State)

Employee' Signature Employee' Social Security Number

Home Address City, State, Zip

Accepted for xxxx Inc., this Agreement becomes binding upon acceptance by
xxxx. However, this Agreement may not be changed or modified, or
released, discharged, abandoned, or otherwise terminated in whole or in
part, including any agreements or obligations listed below, except by an
instrument in writing signed by an office or otherwise authorized
executive of xxxx. Per paragraph 13, you need to list all inventions, if
any, patented or unpatented, Copyright Works of Master Works, including a
brief description thereof (without revealing any confidential or
propriety information of any other party). Print this form to provide
this list to the onboarding coordinator or your manager or supervisor.

Per paragraph 14, you're required to list agreements of obligations to
which you're presently a party which may be in conflict with the
obligations undertaken above. Print this form to provide this list to the
onboarding coordinator or your manager or supervisor.

Witness Signature Title