/Docs/G/Cooley-Employee-CIIA-US-CmA/Form/02.md
| AntiSolicitEngagements.PeriodFromOrder.cl | = | 12 months |
| ConfidentialInformation.TemporalLimit.Backup.period | = | two year period |
| Doc.Ti | = | Employee Confidential Information and Inventions Assignment Agreement |
| This.sec | = | |
| Why.Div | = | |
| That.sec | = | In consideration of my employment or continued employment by {_Company}, its subsidiaries, parents, affiliates, successors and assigns (together “{DefT.Company}”), and the compensation paid to me now and during my employment with {_Company}, I hereby enter into this {Doc.Ti} (the “{DefT.Agreement}”) and agree as follows: |
| = | ||
| Conf. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Conf/2.md] |
| Invention. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Invention/2.md] |
| Record. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Cov/Record/2.md] |
| Loyalty. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Cov/Loyalty/2.md] |
| Solicit. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Cov/Solicit/2.md] |
| Reasonable. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Cov/Reasonable/2.md] |
| Conflict. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Conflict/2.md] |
| Depart. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Depart/2.md] |
| Remedy. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Remedy/2.md] |
| Notice. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Notice/2.md] |
| NextGigs. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/NextGigs/2.md] |
| Misc. | = | [G/Cooley-Employee-CIIA-US-CmA/Sec/Misc/2.md] |
| = | ||
| By.0.sec | = | This {_Agreement} shall be effective as of {EffectiveDate.YMD}. |
| sec | = | |
| = | [G/AgtForm/US/Frame/Company-Employee/0.md] | |
| Employee.Handle | = | I, me and my |
| Conf.Xnum | = | 1 |
| Invention.Xnum | = | 2 |
| Record.Xnum | = | 3 |
| Loyalty.Xnum | = | 4 |
| Solicit.Xnum | = | 5 |
| Reasonable.Xnum | = | 6 |
| Conflict.Xnum | = | 7 |
| Depart.Xnum | = | 8 |
| Remedy.Xnum | = | 9 |
| Notice.Xnum | = | 10 |
| NextGigs.Xnum | = | 11 |
| Misc.Xnum | = | 12 |
| EMPLOYEE: | = | |
| = | ||
| I HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT LEGAL COUNSEL. | = | |
| = | ||
| = | ||
| = | ||
| (Signature) | = | |
| = | ||
| = | ||
| Name | = | |
| = | ||
| = | ||
| Date | = | |
| = | ||
| Address: | = | |
| = | ||
| = | ||
| COMPANY: | = | |
| = | ||
| ACCEPTED AND AGREED | = | |
| = | ||
| {_Company} | = | |
| = | ||
| By: | = | |
| = | ||
| Name: ___________________ | = | |
| Title: Chief Executive Officer | = | |
| = | ||
| Address: {P1.Adr.1} | = | |
| {P1.Adr.City}, California {P1.Adr.Zip} | = | |
| = | ||
| = | ||
| Annex.Sec | = | AnnexesEXHIBIT A{Annex.1.Sec} |
| Annex.1.Ti | = | EXCLUDED INVENTIONS |
| TO: {P1.Name.Full} | = | |
| FROM: | = | |
| DATE: | = | |
| Annex.1.1.Ti | = | {_Excluded_Inventions} Disclosure |
| Annex.1.1.0.sec | = | Except as listed in Section 2 below, the following is a complete list of all {_Excluded_Inventions}: |
| Annex.1.1.1.sec | = | [__] No {_Excluded_Inventions}. |
| Annex.1.1.2.sec | = | [__] See below: |
| Annex.1.1.3.sec | = | [__] Additional sheets attached. |
| Annex.1.1. | = | [G/Z/ol/s3] |
| Annex.1.2.Ti | = | TBD |
| 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} generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies): |
| Annex.1.2.1.sec | = | {_Excluded_Invention} Party(ies) Relationship |
| 1. | = | |
| 2. | = | |
| 3. | = | |
| Annex.1.2.3.sec | = | [__] 0 Additional sheets attached. |
| = | ||
| Annex.1.2. | = | [G/Z/ol/s3] |
| Annex.1.3.Ti | = | Limited Exclusion Notification. |
| Annex.1.3.0.sec | = | This is to notify you in accordance with Section 2872 of the California Labor Code that the foregoing {_Agreement} between you and {_Company} does not require you to assign or offer to assign to {_Company} any {_Invention} that you develop entirely on your own time without using {_Company}’s equipment, supplies, facilities or trade secret information, except for those {_Inventions} that either: |
| Annex.1.3.1.sec | = | a. Relate at the time of conception or reduction to practice to {_Company}’s business, or actual or demonstrably anticipated research or development; or |
| Annex.1.3.2.sec | = | Result from any work performed by you for {_Company}. |
| Annex.1.3.00.sec | = | To the extent a provision in the foregoing {_Agreement} purports to require you to assign an {_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} covered by a contract between {_Company} and the United States or any of its agencies requiring full title to such patent or {_Invention} to be in the United States. |
| Annex.1.3. | = | [G/Z/ol/s2] |
| Annex.1. | = | [G/Z/ol/3] |