Employee's Last Name First Name Middle Initial
In order for EMPLOYER to maintain a competitive edge in its marketplace, EMPLOYER must protect its inventions, discoveries, works of authorship, and its proprietary technical and business information.
Therefore, every new employee is required to sign this Agreement as a condition of employment with EMPLOYER.
By signing this Agreement, I agree:
1. As they are used in this Agreement, the term "inventions" includes inventions, improvements and discoveries, (whether or not they are patentable); and the term "works of authorship" includes writings, drawings, software, semiconductor mask works, and other works of authorship (whether or not they are copyrightable).
2. I will promptly disclose to EMPLOYER in writing, all inventions and works of authorship which are conceived, made, discovered, written, or created by me alone or jointly with someone else on EMPLOYER's time or on my own time, while I am employed by EMPLOYER and for one year after termination of my employment; and I assign all rights to these inventions and works of authorship to EMPLOYER.
3. I will give EMPLOYER all assistance it reasonably requires to perfect, protect, and use its rights to inventions and works of authorship. In particular, I will sign all documents, do all things, and supply all information that EMPLOYER considers necessary or desirable to transfer or record the transfer of my entire, right, title, and interest in inventions and works of authorship; and to enable EMPLOYER to obtain patent, copyright, or other legal protection for inventions and works of authorship. Any out-of-pocket expenses will be paid by EMPLOYER.
4. NOTICE: Minnesota law exempts from this Agreement "AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF THE EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON THE EMPLOYEE'S TIME, AND (1) WHICH DOES NOT RELATE (a) DIRECTLY TO THE BUSINESS OF THE EMPLOYER OR (b) TO THE EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (2) WHICH DOES NOT RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.
5. Also excluded from this Agreement are the following inventions and works of authorship which I own or control and WHICH WERE CONCEIVED, MADE, WRITTEN, OR CREATED by me PRIOR TO EMPLOYMENT WITH EMPLOYER, although they would be useful to EMPLOYER, its subsidiaries or affiliates.
Other than these, I do not claim to own or control rights in any inventions or works of authorship and will not assert any rights against EMPLOYER.
6. I understand that if I possess proprietary information of another person or company as a result of prior employment, EMPLOYER expects me to honor any legal obligation I have with that person or company with respect to that proprietary information.
7. I will never divulge or use any of the proprietary technical and business information of EMPLOYER for my or another's benefit, unless authorized in writing by EMPLOYER. Nor will I accept any employment which would inherently involve the use or disclosure by me of proprietary information of EMPLOYER.
8. All documents and other tangible property relating in any way to the business of EMPLOYER are the exclusive property of EMPLOYER, and I agree to return all such documents and tangible property to EMPLOYER upon termination of employment or at such earlier time as EMPLOYER may request me to do so.
9. During my employment, I will not plan, organize, or engage in any business competitive with any product or service marketed or planned for marketing by EMPLOYER or conspire with others to do so, and will not engage in any other activity which may create a conflict of interest with EMPLOYER.
10. While I am employed by EMPLOYER and for two (2) years after the termination of my employment, I will not employ or solicit any EMPLOYER employee, directly or indirectly, for employment by a firm or company engaged in or which is about to engage in the design, development, manufacturing, or marketing of any product, process, or service which resembles or competes with a product, process, or service about which I acquired proprietary information during employment with EMPLOYER.
11. For one year after termination of employment with EMPLOYER, I will not attempt to divert or interfere with the development of any EMPLOYER business by soliciting, contacting, or communicating with any person, firm, or organization to whom I or persons under my supervision, sold or attempted to sell products of EMPLOYER during the year preceding termination of my employment.
12. I will comply with all EMPLOYER's guidelines, policies, and procedures.
13. I will participate in an exit interview at the time of termination of employment with EMPLOYER, and will sign a statement that I have returned to EMPLOYER all documents and tangible property, and that I acknowledge my continuing obligations under this Employee Agreement.
14. I acknowledge that all of the provisions of this Agreement are fair and necessary to protect the interests of EMPLOYER. However, if a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.
15. I understand that even if EMPLOYER waives or fails to enforce the terms of this Agreement or any similar agreement in one instance, that will not constitute a waiver by EMPLOYER or rights with respect to other violations of this or any other agreement.
16. This Agreement will be binding on my heirs, assigns, and legal representatives, and it may be transferred by EMPLOYER to its successors and assigns.
Signature of Employee
ACCEPTED BY EMPLOYER