/Docs/G/Cooley-Employee-CIIA-US-CmA/Form/02.md
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(Doc = (Head.Div = (Head.Message = GUID: {Doc.GUID})
(Head.Sec =

(Doc.Ti = Employee Confidential Information and Inventions Assignment Agreement)

(Head.sec = (Head.PartyList = {Employee.Name.Full}
{Company.Name.Full})

(Head.EffectiveDate.sec = (_Effective_Date = Effective Date)
: {EffectiveDate.YMD})
)
)


)
(Among.Div = (Among.Sec = (Among.Ti = (Among.Ti/2 = By and Between:)
)


  • {Employee.US.Contract.Among.Block}
  • {Company.US.Contract.Among.Block}
  • (Among.Def.sec = Each a "(DefT.Party = (_Party = Party)
    )
    " and collectively the "(DefT.Parties = (_Parties = Parties)
    )
    .")
)
(Friends.Div = )

)
(This.Div =
(This.Sec = (This.sec = )
)

)
(Why.Div = )
(That.Div =
(That.Sec = (That.sec = In consideration of my employment or continued employment by (_Company = Company)
, its subsidiaries, parents, affiliates, successors and assigns (together “(DefT.Company = (_Company = Company)
)
”), and the compensation paid to me now and during my employment with (_Company = Company)
, I hereby enter into this (Doc.Ti = Employee Confidential Information and Inventions Assignment Agreement)
(the “(DefT.Agreement = (_Agreement = Agreement)
)
”) and agree as follows:)
)

)
(Sec.Div =
(Sec = (sec =
  1. (Conf.Sec = (Conf.Ti = Confidential Information Protections)

    (Conf.sec = (Conf.0.sec = )
    (Conf.xlist = (Conf.Olist =
    1. (Conf.Secs = (Conf.1.Sec = (Conf.1.Ti = Recognition of (_Company = Company)
      ’s Rights; Nondisclosure)

      (Conf.1.sec = I understand and acknowledge that my employment by (_Company = Company)
      creates a relationship of confidence and trust with respect to (_Company = Company)
      ’s (_Confidential_Information = Confidential Information)
      (as defined below) and that (_Company = Company)
      has a protectable interest therein. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of (_Company = Company)
      ’s (_Confidential_Information = Confidential Information)
      , except as such disclosure, use or publication may be required in connection with my work for (_Company = Company)
      , or unless an officer of (_Company = Company)
      expressly authorizes such disclosure. I will obtain (_Company = Company)
      ’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that discloses and/or incorporates any (_Confidential_Information = Confidential Information)
      . I hereby assign to (_Company = Company)
      any rights I may have or acquire in such (_Confidential_Information = Confidential Information)
      and recognize that all (_Confidential_Information = Confidential Information)
      shall be the sole and exclusive property of (_Company = Company)
      and its assigns. I will take all reasonable precautions to prevent the inadvertent accidental disclosure of (_Confidential_Information = Confidential Information)
      . Notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.)
      )
    2. (Conf.2.Sec = (Conf.2.Ti = Confidential Information)

      (Conf.2.sec = (Conf.2.0.sec = )
      (Conf.2.xlist = (Conf.2.sens = (Conf.2.1.sec = (Conf.2.1.0.sec = The term “(DefT.Confidential_Information = (_Confidential_Information = Confidential Information)
      )
      ” shall mean any and all confidential knowledge, data or information of (_Company = Company)
      . By way of illustration but not limitation, “(_Confidential_Information = Confidential Information)
      ” includes)
      (Conf.2.1.xlist =
      1. (Conf.2.1.secs = (Conf.2.1.secs;and = (Conf.2.1.1.sec = trade secrets, inventions, mask works, ideas, processes, formulas, software in source or object code, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques and any other proprietary technology and all (_Intellectual_Property_Rights = Intellectual Property Rights)
        (as defined below) therein (collectively, “(DefT.Invention = (_Invention = Invention)
        )
        s”))
        ;
      2. (Conf.2.1.2.sec = information regarding research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, margins, discounts, credit terms, pricing and billing policies, quoting procedures, methods of obtaining business, forecasts, future plans and potential strategies, financial projections and business strategies, operational plans, financing and capital-raising plans, activities and agreements, internal services and operational manuals, methods of conducting (_Company = Company)
        business, suppliers and supplier information, and purchasing)
        ;
      3. (Conf.2.1.3.sec = information regarding customers and potential customers of (_Company = Company)
        , including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by (_Company = Company)
        , proposals, bids, contracts and their contents and parties, the type and quantity of products and services provided or sought to be provided to customers and potential customers of (_Company = Company)
        and other non-public information relating to customers and potential customers)
        ;
      4. (Conf.2.1.4.sec = information regarding any of (_Company = Company)
        ’s business partners and their services, including names, representatives, proposals, bids, contracts and their contents and parties, the type and quantity of products and services received by (_Company = Company)
        , and other non-public information relating to business partners)
        ;
      5. (Conf.2.1.5.sec = information regarding personnel, employee lists, compensation, and employee skills)
        ; and
      6. (Conf.2.1.6.sec = any other non-public information which a competitor of (_Company = Company)
        could use to the competitive disadvantage of (_Company = Company)
        )
        .)
        )
      )
      (Conf.2.1.00.sec = )
      )
      )
      )
      (Conf.2.00.sec = )
      )
      )
    3. (Conf.3.Sec = (Conf.3.Ti = (_Third_Party_Information = Third Party Information)
      )

      (Conf.3.sec = I understand, in addition, that (_Company = Company)
      has received and in the future will receive from third parties their confidential and/or proprietary knowledge, data or information (“(DefT.Third_Party_Information = (_Third_Party_Information = Third Party Information)
      )
      ”) subject to a duty on (_Company = Company)
      ’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold (_Third_Party_Information = Third Party Information)
      in confidence and will not disclose to anyone (other than (_Company = Company)
      personnel who need to know such information in connection with their work for (_Company = Company)
      ) or use, except in connection with my work for (_Company = Company)
      , (_Third_Party_Information = Third Party Information)
      or unless expressly authorized by an officer of (_Company = Company)
      in writing.)
      )
    4. (Conf.4.Sec = (Conf.4.Ti = Term of Nondisclosure Restrictions)

      (Conf.4.sec = I understand that (_Confidential_Information = Confidential Information)
      and (_Third_Party_Information = Third Party Information)
      is never to be used or disclosed by me, as provided in this (Conf.Xref = Section (Conf.Xnum = 1)
      )
      . If a temporal limitation on my obligation not to use or disclose such information is required under applicable law, and the (_Agreement = Agreement)
      or its restriction(s) cannot otherwise be enforced, I agree and (_Company = Company)
      agrees that the (ConfidentialInformation.TemporalLimit.Backup.period = two year period)
      after the date my employment ends will be the temporal limitation relevant to the contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law.)
      )
    5. (Conf.5.Sec = (Conf.5.Ti = No Improper Use of Information of Prior Employers and Others)

      (Conf.5.sec = During my employment by (_Company = Company)
      , I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of (_Company = Company)
      any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.)
      )
      )
    )
    )
    (Conf.00.sec = )
    )
    )
  2. (Invention.Sec = (Invention.Ti = Assignments of Inventions)

    (Invention.sec =
    1. (Invention.Def.Sec = (Invention.Def.Ti = Definitions)

      (Invention.Def.sec = As used in this (_Agreement = Agreement)
      , the term “(DefT.Intellectual_Property_Right = (_Intellectual_Property_Right = Intellectual Property Right)
      )
      s” means all trade secrets, (_Copyrights = Copyrights)
      , trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country; the term “(DefT.Copyright = (_Copyright = Copyright)
      )
      ” means the exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (as a literary, musical, or artistic work) recognized by the laws of any jurisdiction or country; and “(DefT.Moral_Right = (_Moral_Right = Moral Right)
      )
      s” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.)
      )
    2. (Invention.ExcludedInventions.Sec = (Invention.ExcludedInventions.Ti = (_Excluded_Inventions = Excluded Inventions)
      and Other Inventions)

      (Invention.ExcludedInventions.sec = (Invention.ExcludedInventions.0.sec = )
      (Invention.ExcludedInventions.xlist = (Invention.ExcludedInventions.sens = (Invention.ExcludedInventions.1.sec = Attached hereto as Exhibit A is a list describing all existing (_Inventions = Inventions)
      , if any, (a) that are owned by me or in which I have an interest and were made or acquired by me prior to my date of first employment by (_Company = Company)
      , (b) that may relate to (_Company = Company)
      ’s business or actual or demonstrably anticipated research or development, and (c) that are not to be assigned to (_Company = Company)
      (“(DefT.Excluded_Invention = (_Excluded_Invention = Excluded Invention)
      )
      s”).)
      (Invention.ExcludedInventions.2.sec = If no such list is attached, I represent and agree that it is because I have no (_Excluded_Inventions = Excluded Inventions)
      .)
      (Invention.ExcludedInventions.3.sec = For purposes of this (_Agreement = Agreement)
      , “(DefT.Other_Invention = (_Other_Invention = Other Invention)
      )
      s” means (_Inventions = Inventions)
      in which I have or may have an interest, as of the commencement of my employment or thereafter, other than (_P1_Inventions = {_P1} Inventions)
      (as defined below) and (_Excluded_Inventions = Excluded Inventions)
      .)
      (Invention.ExcludedInventions.4.sec = I acknowledge and agree that if I use any (_Excluded_Inventions = Excluded Inventions)
      or any (_Other_Inventions = Other Inventions)
      in the scope of my employment, or if I include any (_Excluded_Inventions = Excluded Inventions)
      or (_Other_Inventions = Other Inventions)
      in any product or service of (_Company = Company)
      , or if my rights in any (_Excluded_Inventions = Excluded Inventions)
      or (_Other_Inventions = Other Inventions)
      may block or interfere with, or may otherwise be required for, the exercise by (_Company = Company)
      of any rights assigned to (_Company = Company)
      under this (_Agreement = Agreement)
      , I will immediately so notify (_Company = Company)
      in writing.)
      (Invention.ExcludedInventions.5.sec = Unless (_Company = Company)
      and I agree otherwise in writing as to particular (_Excluded_Inventions = Excluded Inventions)
      or (_Other_Inventions = Other Inventions)
      , I hereby grant to (_Company = Company)
      , in such circumstances (whether or not I give (_Company = Company)
      notice as required above), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such (_Excluded_Inventions = Excluded Inventions)
      and (_Other_Inventions = Other Inventions)
      .)
      )
      )
      (Invention.ExcludedInventions.00.sec = )
      )
      )
    3. (Invention.Assign.Sec = (Invention.Assign.Ti = Assignment of (_P1_Inventions = {_P1} Inventions)
      )

      (Invention.Assign.sec = (Invention.Assign.0.sec = )
      (Invention.Assign.xlist = (Invention.Assign.Olist =
      1. (Invention.Assign.Secs = (Invention.Assign.secs = (Invention.Assign.1.sec = (_Inventions = Inventions)
        assigned to (_Company = Company)
        or to a third party as directed by (_Company = Company)
        pursuant to (Invention.AssignToUSGovt.Xref = Section (Invention.AssignToUSGovt.Xnum = (Invention.Xref = Section (Invention.Xnum = 2)
        )
        .6)
        )
        are referred to in this (_Agreement = Agreement)
        as “(DefT.P1_Invention = (_P1_Invention = {_P1} Invention)
        )
        s.” )
      2. (Invention.Assign.2.sec = Subject to (Invention.CaliforniaSpecificInventionsLaw.Xref = Section (Invention.CaliforniaSpecificInventionsLaw.Xnum = (Invention.Xref = Section (Invention.Xnum = 2)
        )
        .4)
        )
        and except for (_Excluded_Inventions = Excluded Inventions)
        set forth in Exhibit A and (_Other_Inventions = Other Inventions)
        , I hereby assign to (_Company = Company)
        all my right, title, and interest in and to any and all (_Inventions = Inventions)
        (and all (_Intellectual_Property_Rights = Intellectual Property Rights)
        with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by (_Company = Company)
        .)
      3. (Invention.Assign.3.sec = To the extent required by applicable (_Copyright = Copyright)
        laws, I agree to assign in the future (when any copyrightable (_Inventions = Inventions)
        are first fixed in a tangible medium of expression) my (_Copyright = Copyright)
        rights in and to such (_Inventions = Inventions)
        . Any assignment of (_P1_Inventions = {_P1} Inventions)
        (and all (_Intellectual_Property_Rights = Intellectual Property Rights)
        with respect thereto) hereunder includes an assignment of all (_Moral_Rights = Moral Rights)
        .)
      4. (Invention.Assign.4.sec = To the extent such (_Moral_Rights = Moral Rights)
        cannot be assigned to (_Company = Company)
        and to the extent the following is allowed by the laws in any country where (_Moral_Rights = Moral Rights)
        exist, I hereby unconditionally and irrevocably waive the enforcement of such (_Moral_Rights = Moral Rights)
        , and all claims and causes of action of any kind against (_Company = Company)
        or related to (_Company = Company)
        ’s customers, with respect to such rights.)
      5. (Invention.Assign.5.sec = I further acknowledge and agree that neither my successors-in-interest nor legal heirs retain any (_Moral_Rights = Moral Rights)
        in any (_P1_Inventions = {_P1} Inventions)
        (and any (_Intellectual_Property_Rights = Intellectual Property Rights)
        with respect thereto).)
        )
        )
      )
      )
      (Invention.Assign.00.sec = )
      )
      )
    4. (Invention.CaliforniaSpecificInventionsLaw.Sec = (Invention.CaliforniaSpecificInventionsLaw.Ti = Unassigned or Nonassignable (_Inventions = Inventions)
      )

      (Invention.CaliforniaSpecificInventionsLaw.sec = I recognize that this (_Agreement = Agreement)
      will not be deemed to require assignment of any (_Invention = Invention)
      that is covered under California Labor Code section 2870(a) (the “(DefT.Specific_Inventions_Law = (_Specific_Inventions_Law = Specific Inventions Law)
      )
      ”) except for those (_Inventions = Inventions)
      that are covered by a contract between (_Company = Company)
      and the United States or any of its agencies that require full title to such patent or (_Invention = Invention)
      to be in the United States.)
      )
    5. (Invention.KeepInformed.Sec = (Invention.KeepInformed.Ti = Obligation to Keep (_Company = Company)
      Informed)

      (Invention.KeepInformed.sec = During the period of my employment, I will promptly and fully disclose to (_Company = Company)
      in writing all (_Inventions = Inventions)
      authored, conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise (_Company = Company)
      in writing of any (_Inventions = Inventions)
      that I believe fully qualify for protection under the provisions of the (_Specific_Inventions_Law = Specific Inventions Law)
      ; and I will at that time provide to (_Company = Company)
      in writing all evidence necessary to substantiate that belief. (_Company = Company)
      will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to (_Company = Company)
      pursuant to this (_Agreement = Agreement)
      relating to (_Inventions = Inventions)
      that qualify fully for protection under the (_Specific_Inventions_Law = Specific Inventions Law)
      . I will preserve the confidentiality of any (_Invention = Invention)
      that does not fully qualify for protection under the (_Specific_Inventions_Law = Specific Inventions Law)
      .)
      )
    6. (Invention.AssignToUSGovt.Sec = (Invention.AssignToUSGovt.Ti = Government or Third Party)

      (Invention.AssignToUSGovt.sec = I agree that, as directed by (_Company = Company)
      , I will assign to a third party, including without limitation the United States, all my right, title, and interest in and to any particular (_P1_Invention = {_P1} Invention)
      .)
      )
    7. (Invention.Ownership.Sec = (Invention.Ownership.Ti = Ownership of Work Product)

      (Invention.Ownership.sec = (Invention.Ownership.0.sec = )
      (Invention.Ownership.xlist = (Invention.Ownership.sens = (Invention.Ownership.1.sec = I agree that (_Company = Company)
      will exclusively own all work product that is made by me (solely or jointly with others) within the scope of my employment, and I hereby irrevocably and unconditionally assign to (_Company = Company)
      all right, title and interest worldwide in and to such work product.)
      (Invention.Ownership.2.sec = I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by (_Copyright = Copyright)
      are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).)
      (Invention.Ownership.3.sec = I understand and agree that I have no right to publish on, submit for publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for (_Company = Company)
      .)
      )
      )
      (Invention.Ownership.00.sec = )
      )
      )
    8. (Invention.EnforcementAssistance.Sec = (Invention.EnforcementAssistance.Ti = Enforcement of (_Intellectual_Property_Rights = Intellectual Property Rights)
      and Assistance)

      (Invention.EnforcementAssistance.sec = (Invention.EnforcementAssistance.0.sec = )
      (Invention.EnforcementAssistance.xlist = (Invention.EnforcementAssistance.Olist =
      1. (Invention.EnforcementAssistance.Secs = (Invention.EnforcementAssistance.secs = (Invention.EnforcementAssistance.1.sec = I will assist (_Company = Company)
        in every proper way to obtain, and from time to time enforce, United States and foreign (_Intellectual_Property_Rights = Intellectual Property Rights)
        and (_Moral_Rights = Moral Rights)
        relating to (_P1_Inventions = {_P1} Inventions)
        in any and all countries.)
      2. (Invention.EnforcementAssistance.2.sec = To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as (_Company = Company)
        may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such (_Intellectual_Property_Rights = Intellectual Property Rights)
        and the assignment thereof.)
      3. (Invention.EnforcementAssistance.3.sec = In addition, I will execute, verify and deliver assignments of such (_Intellectual_Property_Rights = Intellectual Property Rights)
        to (_Company = Company)
        or its designee, including the United States or any third party designated by (_Company = Company)
        . My obligation to assist (_Company = Company)
        with respect to (_Intellectual_Property_Rights = Intellectual Property Rights)
        relating to such (_P1_Inventions = {_P1} Inventions)
        in any and all countries will continue beyond the termination of my employment, but (_Company = Company)
        will compensate me at a reasonable rate after my termination for the time actually spent by me at (_Company = Company)
        ’s request on such assistance.)
      4. (Invention.EnforcementAssistance.4.sec = In the event (_Company = Company)
        is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint (_Company = Company)
        and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me.)
      5. (Invention.EnforcementAssistance.5.sec = I hereby waive and quitclaim to (_Company = Company)
        any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any (_Intellectual_Property_Rights = Intellectual Property Rights)
        assigned under this (_Agreement = Agreement)
        to (_Company = Company)
        .)
        )
        )
      )
      )
      (Invention.EnforcementAssistance.00.sec = )
      )
      )
    9. (Invention.OpenSource.Sec = (Invention.OpenSource.Ti = Incorporation of Software Code)

      (Invention.OpenSource.sec = I agree that I will not incorporate into any (_Company = Company)
      software or otherwise deliver to (_Company = Company)
      any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by (_Company = Company)
      except in strict compliance with (_Company = Company)
      ’s policies regarding the use of such software.)
      )
    )
    )
  3. (Record.Sec = (Record.Ti = Records)

    (Record.sec = I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by (_Company = Company)
    ) of all (_Confidential_Information = Confidential Information)
    developed by me and all (_P1_Inventions = {_P1} Inventions)
    made by me during the period of my employment at (_Company = Company)
    , which records will be available to and remain the sole property of (_Company = Company)
    at all times.)
    )
  4. (Loyalty.Sec = (Loyalty.Ti = Duty of Loyalty During Employment)

    (Loyalty.sec = I agree that during the period of my employment by (_Company = Company)
    , I will not, without (_Company = Company)
    ’s express written consent, directly or indirectly engage in any employment or business activity which is directly or indirectly competitive with, or would otherwise conflict with, my employment by (_Company = Company)
    .)
    )
  5. (Solicit.Sec = (Solicit.Ti = No Solicitation of Employees, Consultants or Contractors)

    (Solicit.sec = I agree that during the period of my employment and for the one year period after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by (_Company = Company)
    , I will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of (_Company = Company)
    , solicit, induce, encourage, or participate in soliciting, inducing or encouraging any person known to me to be an employee, consultant, or independent contractor of (_Company = Company)
    to terminate his or her relationship with (_Company = Company)
    , even if I did not initiate the discussion or seek out the contact.)
    )
  6. (Reasonable.Sec = (Reasonable.Ti = Reasonableness of Restrictions)

    (Reasonable.sec =
    1. (Reasonable.Accept.sec = I agree that I have read this entire (_Agreement = Agreement)
      and understand it. I agree that this (_Agreement = Agreement)
      does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this (_Agreement = Agreement)
      are reasonable, proper, and necessitated by (_Company = Company)
      ’s legitimate business interests. I represent and agree that I am entering into this (_Agreement = Agreement)
      freely and with knowledge of its contents with the intent to be bound by the (_Agreement = Agreement)
      and the restrictions contained in it.)
    2. (Reasonable.CourtSave.sec = In the event that a court finds this (_Agreement = Agreement)
      , or any of its restrictions, to be ambiguous, unenforceable, or invalid, I and (_Company = Company)
      agree that the court will read the (_Agreement = Agreement)
      as a whole and interpret the restriction(s) at issue to be enforceable and valid to the maximum extent allowed by law.)
    3. (Reasonable.AutoSave.sec = If the court declines to enforce this (_Agreement = Agreement)
      in the manner provided in subsection (Reasonable.CourtSave.Xnum = (Reasonable.Xnum = 6)
      .2)
      , (_Company = Company)
      and I agree that this (_Agreement = Agreement)
      will be automatically modified to provide (_Company = Company)
      with the maximum protection of its business interests allowed by law and I agree to be bound by this (_Agreement = Agreement)
      as modified.)
    )
    )
  7. (Conflict.Sec = (Conflict.Ti = No Conflicting Agreement or Obligation)

    (Conflict.sec = I represent that my performance of all the terms of this (_Agreement = Agreement)
    and as an employee of (_Company = Company)
    does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by (_Company = Company)
    . I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this (_Agreement = Agreement)
    .)
    )
  8. (Depart.Sec = (Depart.Ti = Return of (_Company = Company)
    Property)

    (Depart.sec = When I leave the employ of (_Company = Company)
    , I will deliver to (_Company = Company)
    any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any (_P1_Inventions = {_P1} Inventions)
    , (_Third_Party_Information = Third Party Information)
    or (_Confidential_Information = Confidential Information)
    of (_Company = Company)
    . I agree that I will not copy, delete, or alter any information contained upon my (_Company = Company)
    computer or (_Company = Company)
    equipment before I return it to (_Company = Company)
    . In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any (_Company = Company)
    information, including but not limited to, (_Confidential_Information = Confidential Information)
    , I agree to provide (_Company = Company)
    with a computer-useable copy of all such (_Confidential_Information = Confidential Information)
    and then permanently delete and expunge such (_Confidential_Information = Confidential Information)
    from those systems; and I agree to provide (_Company = Company)
    access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on (_Company = Company)
    ’s premises and owned by (_Company = Company)
    , including disks and other storage media, filing cabinets or other work areas, is subject to inspection by (_Company = Company)
    ’s personnel at any time with or without notice. Prior to leaving, I will cooperate with (_Company = Company)
    in attending an exit interview and completing and signing (_Company = Company)
    ’s termination statement if required to do so by (_Company = Company)
    .)
    )
  9. (Remedy.Sec = (Remedy.Ti = Legal and Equitable Remedies)

    (Remedy.sec = (Remedy.0.sec = )
    (Remedy.xlist = (Remedy.Olist =
    1. (Remedy.Secs = (Remedy.secs = (Remedy.1.sec = I agree that it may be impossible to assess the damages caused by my violation of this (_Agreement = Agreement)
      or any of its terms. I agree that any threatened or actual violation of this (_Agreement = Agreement)
      or any of its terms will constitute immediate and irreparable injury to (_Company = Company)
      , and (_Company = Company)
      will have the right to enforce this (_Agreement = Agreement)
      and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that (_Company = Company)
      may have for a breach or threatened breach of this (_Agreement = Agreement)
      .)
    2. (Remedy.2.sec = In the event (_Company = Company)
      enforces this (_Agreement = Agreement)
      through a court order, I agree that the restrictions of (Solicit.Xref = Section (Solicit.Xnum = 5)
      )
      will remain in effect for (AntiSolicitEngagements.PeriodFromOrder.cl = 12 months)
      from the effective date of the Order enforcing the (_Agreement = Agreement)
      .)
      )
      )
    )
    )
    (Remedy.00.sec = )
    )
    )
  10. (Notice.Sec = (Notice.Ti = Notices)

    (Notice.sec = Any notices required or permitted under this (_Agreement = Agreement)
    will be given to (_Company = Company)
    at its headquarters location at the time notice is given, labeled “Attention Chief Executive Officer,” and to me at my address as listed on (_Company = Company)
    payroll, or at such other address as (_Company = Company)
    or I may designate by written notice to the other. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt.)
    )
  11. (NextGigs.Sec = (NextGigs.Ti = Publication of this (_Agreement = Agreement)
    to Subsequent Employer or Business Associates of Employee)

    (NextGigs.sec = (NextGigs.0.sec = )
    (NextGigs.xlist = (NextGigs.Olist =
    1. (NextGigs.Secs = (NextGigs.secs = (NextGigs.1.sec = If I am offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the restrictions described in (Solicit.Xref = Section (Solicit.Xnum = 5)
      )
      of this (_Agreement = Agreement)
      are in effect I agree to inform my potential employer, partner, co-owner and/or others involved in managing the business with which I have an opportunity to be associated of my obligations under this (_Agreement = Agreement)
      and also agree to provide such person or persons with a copy of this (_Agreement = Agreement)
      .)
    2. (NextGigs.2.sec = I agree to inform (_Company = Company)
      of all employment and business ventures which I enter into while the restrictions described in (Solicit.Xref = Section (Solicit.Xnum = 5)
      )
      of this (_Agreement = Agreement)
      are in effect and I also authorize (_Company = Company)
      to provide copies of this (_Agreement = Agreement)
      to my employer, partner, co-owner and/or others involved in managing the business with which I am employed or associated and to make such persons aware of my obligations under this (_Agreement = Agreement)
      .)
      )
      )
    )
    )
    (NextGigs.00.sec = )
    )
    )
  12. (Misc.Sec = (Misc.Ti = General Provisions)

    (Misc.sec =
    1. (Misc.Law.Sec = (Misc.Law.Ti = Governing Law; Consent to Personal Jurisdiction)

      (Misc.Law.sec = This (_Agreement = Agreement)
      will be governed by and construed according to the laws of {Law.State.the} as such laws are applied to agreements entered into and to be performed entirely within {Law.State} between residents of {Law.State}. I hereby expressly consent to the personal jurisdiction and venue of {Forum.cl} for any lawsuit filed there against me by (_Company = Company)
      arising from or related to this (_Agreement = Agreement)
      .)
      )
    2. (Misc.Sever.Sec = (Misc.Sever.Ti = Severability)

      (Misc.Sever.sec = (Misc.Sever.0.sec = )
      (Misc.Sever.xlist = (Misc.Sever.sens = (Misc.Sever.1.sec = In case any one or more of the provisions, subsections, or sentences contained in this (_Agreement = Agreement)
      will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this (_Agreement = Agreement)
      , and this (_Agreement = Agreement)
      will be construed as if such invalid, illegal or unenforceable provision had never been contained in this (_Agreement = Agreement)
      . )
      (Misc.Sever.2.sec = If moreover, any one or more of the provisions contained in this (_Agreement = Agreement)
      will for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.)
      )
      )
      (Misc.Sever.00.sec = )
      )
      )
    3. (Misc.Bind.Sec = (Misc.Bind.Ti = Successors and Assigns)

      (Misc.Bind.sec = This (_Agreement = Agreement)
      is for my benefit and the benefit of (_Company = Company)
      , its successors, assigns, parent corporations, subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives.)
      )
    4. (Misc.Survive.Sec = (Misc.Survive.Ti = Survival)

      (Misc.Survive.sec = This (_Agreement = Agreement)
      shall survive the termination of my employment, regardless of the reason, and the assignment of this (_Agreement = Agreement)
      by (_Company = Company)
      to any successor in interest or other assignee.)
      )
    5. (Misc.At-Will.Sec = (Misc.At-Will.Ti = Employment At-Will)

      (Misc.At-Will.sec = I agree and understand that nothing in this (_Agreement = Agreement)
      will change my at-will employment status or confer any right with respect to continuation of employment by (_Company = Company)
      , nor will it interfere in any way with my right or (_Company = Company)
      ’s right to terminate my employment at any time, with or without cause or advance notice.)
      )
    6. (Misc.Counterpart.Sec = (Misc.Counterpart.Ti = Counterparts)

      (Misc.Counterpart.sec = (Misc.Counterpart.0.sec = )
      (Misc.Counterpart.xlist = (Misc.Counterpart.sens = (Misc.Counterpart.1.sec = This (_Agreement = Agreement)
      may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.)
      (Misc.Counterpart.2.sec = This (_Agreement = Agreement)
      may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).)
      )
      )
      (Misc.Counterpart.00.sec = )
      )
      )
    7. (Misc.BenefitOfCounsel.Sec = (Misc.BenefitOfCounsel.Ti = Advice of Counsel)

      (Misc.BenefitOfCounsel.sec = I acknowledge that, in executing this (_Agreement = Agreement)
      , I have had the opportunity to seek the advice of independent legal counsel, and I have read and understood all of the terms and provisions of this (_Agreement = Agreement)
      . This agreement will not be construed against any party by reason of the drafting or preparation of this (_Agreement = Agreement)
      .      )
      )
    )
    )
)
)

)
(By.Div =
(By.Sec = (By.Ti = Signature)

(By.sec = (By.0.sec = This (_Agreement = Agreement)
shall be effective as of {EffectiveDate.YMD}.)

(By.secs =
{Employee.US.Contract.By.Sec}
{Company.US.Contract.By.Sec}
)
)
)

)
(Annex.Div =
(Annex.Sec =

Annexes

EXHIBIT A

(Annex.1.Sec = (Annex.1.Ti = EXCLUDED INVENTIONS)

(Annex.1.sec = (Annex.1.0.sec = )
(Annex.1.xlist = (Annex.1.Olist =
  1. (Annex.1.Secs = (Annex.1.1.Sec = (Annex.1.1.Ti = (_Excluded_Inventions = Excluded Inventions)
    Disclosure)

    (Annex.1.1.sec = (Annex.1.1.0.sec = Except as listed in Section 2 below, the following is a complete list of all (_Excluded_Inventions = Excluded Inventions)
    :)
    (Annex.1.1.xlist = (Annex.1.1.Olist =
    1. (Annex.1.1.Secs = (Annex.1.1.secs = (Annex.1.1.1.sec = [__]   No (_Excluded_Inventions = Excluded Inventions)
      .)
    2. (Annex.1.1.2.sec = [__]   See below:)
    3. (Annex.1.1.3.sec = [__]   Additional sheets attached.)
      )
      )
    )
    )
    (Annex.1.1.00.sec = )
    )
    )
  2. (Annex.1.2.Sec = (Annex.1.2.Ti = TBD)

    (Annex.1.2.sec = (Annex.1.2.0.sec = Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to the (_Excluded_Inventions = Excluded Inventions)
    generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):)
    (Annex.1.2.xlist = (Annex.1.2.Olist =
    1. (Annex.1.2.Secs = (Annex.1.2.secs = (Annex.1.2.1.sec = (_Excluded_Invention = Excluded Invention)
      Party(ies) Relationship)
    2. (Annex.1.2.2.sec = (Annex.1.2.2.0.sec = )
      (Annex.1.2.2.xlist =
      • (Annex.1.2.2.Secs = ..sec..)
      )
      (Annex.1.2.2.00.sec = )
      )
    3. (Annex.1.2.3.sec = [__]   0 Additional sheets attached.)
      )
      )
    )
    )
    (Annex.1.2.00.sec = )
    )
    )
  3. (Annex.1.3.Sec = (Annex.1.3.Ti = Limited Exclusion Notification. )

    (Annex.1.3.sec = (Annex.1.3.0.sec = This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing (_Agreement = Agreement)
    between you and (_Company = Company)
    does not require you to assign or offer to assign to (_Company = Company)
    any (_Invention = Invention)
    that you develop entirely on your own time without using (_Company = Company)
    ’s equipment, supplies, facilities or trade secret information, except for those (_Inventions = Inventions)
    that either:)
    (Annex.1.3.xlist = (Annex.1.3.Olist =
    1. (Annex.1.3.Secs = (Annex.1.3.secs = (Annex.1.3.1.sec = a. Relate at the time of conception or reduction to practice to (_Company = Company)
      ’s business, or actual or demonstrably anticipated research or development; or)
    2. (Annex.1.3.2.sec = Result from any work performed by you for (_Company = Company)
      .)
      )
      )
    )
    )
    (Annex.1.3.00.sec = To the extent a provision in the foregoing (_Agreement = Agreement)
    purports to require you to assign an (_Invention = Invention)
    otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.
    This limited exclusion does not apply to any patent or (_Invention = Invention)
    covered by a contract between (_Company = Company)
    and the United States or any of its agencies requiring full title to such patent or (_Invention = Invention)
    to be in the United States.)
    )
    )
    )
)
)
(Annex.1.00.sec = )
)
)
)
)
)