Proprietary Information and Intellectual Property Assignment Agreement
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Employee Initials____ Company ______
Employee: ____________________
PROPRIETARY INFORMATION AND
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
As a condition of my being employed or hired by __[insert Company name]_, or any of
its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”),
and in consideration of my relationship with the Company and my receipt of the compensation
now and hereafter paid to me by the Company, I agree to the following:
1. The Relationship. Any employment relationship between the Company and me,
whether commenced prior to or upon the date of this Agreement, shall be referred to herein as
the “Relationship.” I acknowledge that the Company is relying on my commitment to the
obligations set forth herein in employing and continuing to employ me. I acknowledge,
however, that this Agreement does not impose on the Company any obligation to employ me for
any period of time and that, except as provided in any written agreement to the contrary, my
employment can be terminated at will by the Company. My obligations hereunder shall be in
addition to the obligations contained in any written employment agreement between me and the
Company or any written employment policies promulgated by the Company.
2. Proprietary Information.
(a) Company Information. I agree at all times during the term of the
Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit
of the Company, or to disclose to any person, firm or corporation without written authorization
of the President of the Company, any Proprietary Information of the Company that I obtain or
create. I agree to hold the Proprietary Information confidential for five (5) years after
termination of the Relationship, except that my obligations to hold confidential any trade secrets
shall continue indefinitely. I further agree not to make copies of such Proprietary Information
except as authorized by the Company. I understand that “Proprietary Information” means any
Company proprietary information, technical data, trade secrets or know-how, including, but not
limited to, research, product plans, products, services, service providers, licensees, customer lists
and customers (including, but not limited to, customers of the Company on whom I called or
with whom I became acquainted during the Relationship), prices and costs, markets, software,
developments, inventions, processes, technology, designs, drawings, engineering, hardware
configuration information, marketing, licenses, finances, budgets or other business information
disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or
observation of parts or equipment or created by me during the period of the Relationship,
whether or not during working hours. I understand that “Proprietary Information” includes, but
is not limited to, information pertaining to any aspects of the Company’s business which is either
information not known by actual or potential competitors of the Company or is proprietary
information of the Company or its customers, licensees or suppliers, whether of a technical
nature or otherwise. I further understand that Proprietary Information does not include any of the
foregoing items which: (a) were publicly known and made generally available in the public
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