In consideration of my engagement as an employee with LoremTech Inc., a Washington Corporation, or any ofits subsidiaries (the "Company"), the training, contacts and experience that I may receive in connection with such engagement, the compensation paid to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective on my first date of employment, I hereby agree in this Business Protection Agreement (the “Agreement”) as follows:
Section 1. Definitions
The following terms have the following specified meanings in this Agreement:
1.1 “Company Property” means all records, files, manuals, lists of clients, forms, materials, supplies, computer programs or other software, computer hardware, tapes, disks or other magnetic media, documents, notes, video or audio tapes or recordings, Confidential Information and other materials furnished to me by the Company, used on its behalf, or generated or obtained during the course of my employment with Company.
1.2 "Competing Business" means any enterprise, whether commercial or non-profit, that is or that is preparing to be in competition with any aspect of the Company or its business or anticipated business. Without limiting the generality of the foregoing, a Competing Business includes any business whose commercial efforts involve (a) the provision of computer system engineering or consulting services to design, develop, or modify enterprise or internet/ecommerce computer systems, or (b) any products or services in competition with product or services which are, at any time during the Term, either (i) currently produced, marketed, or otherwise offered by the Company, or (ii) in actual or demonstrably anticipated research or development by the Company.
1.3 "Confidential Information" means any information related to the business or other affairs of the Company or its affiliates that is not generally available to the public, and that: (a) is conceived, compiled, developed or discovered by me, whether solely or jointly with others, during the Term, or (b) is or has been received or otherwise becomes known to me in connection with my engagement. Without limiting the generality of the foregoing, Confidential Information includes information relating to Inventions and Works, trade secrets, products, services, finances, business plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects, opportunities, contracts or assets of the Company or its affiliates. Confidential Information also includes any information which has been made available to the Company by its clients or other third parties and which the Company is obligated to keep confidential.
1.4 “Corporate Contacts” means any actual or prospective customers of or investors in Company with which I have had personal contact during the Term and with which I had no relationship prior to the Term.
1.5 "Inventions and Works" means any composition, work of authorship, computer program, product, device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that is (a) within the scope of the Company's business, research or investigations or results from or is suggested by any work performed by me for the Company and (b) created, conceived, reduced to practice, developed, discovered, invented or made by me during the Term, whether solely or jointly with others, and whether or not while engaged in performing work for the Company.
1.6 "Material" means any product, prototype, sample, model, document, diskette, tape, picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information or Inventions and Works.
1.7 "Proprietary Right" means any patent, copyright, mask work, trade secret, trademark, trade name, service mark or other protected intellectual property right in any Confidential Information, Inventions and Works or Material.
1.8 "Term" means the period from the beginning of my engagement with the Company, whether on a full-time, part-time or consulting basis, through the last day of such engagement.
Section 2. Scope of Company Protection
2.1 I understand that Company is a multi-national corporation that does business all over the world. In my employment with Company, I may perform
Business Protection Agreement
[Ver: 1.2, Last Update Date: 7/25/16] 2
services in more than one city, county, state or country, and may have access to Confidential Information that pertains not only to the specific area in which I live and/or work but also to other areas in which Company does business. I agree that the Company protections stated in this Agreement are intended to protect Company to the fullest extent of the law in all of the geographical areas in which Company does business or is actively contemplating doing business.
2.2 I expressly acknowledge and agree that each of the Company protections stated herein is intended to be as broad as may be permitted under the provisions of applicable law. I further acknowledge and agree that if any of the protections herein are deemed unenforceable, the unenforceability of any one or more Company protection stated herein (or any portion thereof), shall not affect the enforceability of any other protection (or portion thereof) stated herein.
Section 3. Confidential Information, Inventions and Works, and Materials
3.1 As between the Company and me, the Company is and will be the sole owner of all Confidential Information, Inventions and Works, Materials and Proprietary Rights,. To the extent eligible for such treatment, all Inventions and Works will constitute "works made for hire" under applicable copyright laws.
3.2 I hereby irrevocably assign and transfer to the Company, without any separate compensation, all right, title and interest that I may now or hereafter have in the Confidential Information, Inventions and Works, Materials and Proprietary Rights, subject to the limitations set forth in the notice below. This assignment and transfer is independent of any obligation or commitment made to me by the Company. Further, I hereby waive any moral rights that I may have in or to any Confidential Information, Inventions and Works, Materials and Proprietary Rights. I will take such action (including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Company's right, title and interest in the Confidential Information, Inventions and Works, Materials and Proprietary Rights and the license rights described in paragraph 3.6 below. I will not contest the validity of any Proprietary Rights.
3.3 Except as required for performance of my work for the Company or as authorized in writing by the Company, I will not (a) use, disclose, publish or distribute any Confidential Information, Inventions and Works or Materials or (b) remove any Materials from the Company's premises. I will hold all Materials in trust for the Company and I will deliver them to the Company upon request and in any event at the end of the Term.
3.4 I will promptly disclose to the Company all Confidential Information, Inventions and Works, and Materials, as well as any business opportunity which comes to my attention during the Term and which relates to the business of the Company or which arises as a result of my engagement by the Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after the Term without the prior written consent of the Company.
3.5 I understand that Company is not employing me in order to obtain any information which is the property of any previous companies or any other person or entity for whom I have performed services and warrant that I am not currently subject to any restriction which would prevent or limit me from carrying out my duties for Company. I further warrant that any and all items, technology and Materials of any nature developed or provided by me under this agreement and in any way for or related to Company will be original to me and will not infringe in any respect on the rights or property of others, and that I will not, without the prior written approval of Company, use any equipment, supplies, facilities, or proprietary information of any other party. I agree to indemnify Company for all losses, claims, and expenses (including reasonable attorneys' fees and costs) arising from my breach of these warranties.
3.6 I hereby irrevocably grant to the Company, to the full extent of my rights in and to the same, a fully paid-up, perpetual, worldwide right and license, with the right to sublicense, to disclose, distribute, import, make, have made, make derivative works of, use and otherwise exploit any trade secrets, copyrights, Confidential Information, Inventions and Works belonging to me or any third party that I disclose to the Company or its personnel or use in any Inventions and Works or Material.
NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not obligate me to assign or offer to assign to the Company any of my rights in an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which wasBUSINESS PROTECTION AGREEMENT In consideration of my engagement as an employee with LoremTech Inc., a Washington Corporation, or any ofits subsidiaries (the "Company"), the training, contacts and experience that I may receive in connection with such engagement, the compensation paid to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective on my first date of employment, I hereby agree in this Business Protection Agreement (the “Agreement”) as follows:
Section 1. Definitions
The following terms have the following specified meanings in this Agreement:
1.1 “Company Property” means all records, files, manuals, lists of clients, forms, materials, supplies, computer programs or other software, computer hardware, tapes, disks or other magnetic media, documents, notes, video or audio tapes or recordings, Confidential Information and other materials furnished to me by the Company, used on its behalf, or generated or obtained during the course of my employment with Company.
1.2 "Competing Business" means any enterprise, whether commercial or non-profit, that is or that is preparing to be in competition with any aspect of the Company or its business or anticipated business. Without limiting the generality of the foregoing, a Competing Business includes any business whose commercial efforts involve (a) the provision of computer system engineering or consulting services to design, develop, or modify enterprise or internet/ecommerce computer systems, or (b) any products or services in competition with product or services which are, at any time during the Term, either (i) currently produced, marketed, or otherwise offered by the Company, or (ii) in actual or demonstrably anticipated research or development by the Company.
1.3 "Confidential Information" means any information related to the business or other affairs of the Company or its affiliates that is not generally available to the public, and that: (a) is conceived, compiled, developed or discovered by me, whether solely or jointly with others, during the Term, or (b) is or has been received or otherwise becomes known to me in connection with my engagement. Without limiting the generality of the foregoing, Confidential Information includes information relating to Inventions and Works, trade secrets, products, services, finances, business plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects, opportunities, contracts or assets of the Company or its affiliates. Confidential Information also includes any information which has been made available to the Company by its clients or other third parties and which the Company is obligated to keep confidential.
1.4 “Corporate Contacts” means any actual or prospective customers of or investors in Company with which I have had personal contact during the Term and with which I had no relationship prior to the Term.
1.5 "Inventions and Works" means any composition, work of authorship, computer program, product, device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that is (a) within the scope of the Company's business, research or investigations or results from or is suggested by any work performed by me for the Company and (b) created, conceived, reduced to practice, developed, discovered, invented or made by me during the Term, whether solely or jointly with others, and whether or not while engaged in performing work for the Company.
1.6 "Material" means any product, prototype, sample, model, document, diskette, tape, picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information or Inventions and Works.
1.7 "Proprietary Right" means any patent, copyright, mask work, trade secret, trademark, trade name, service mark or other protected intellectual property right in any Confidential Information, Inventions and Works or Material.
1.8 "Term" means the period from the beginning of my engagement with the Company, whether on a full-time, part-time or consulting basis, through the last day of such engagement.
Section 2. Scope of Company Protection
2.1 I understand that Company is a multi-national corporation that does business all over the world. In my employment with Company, I may perform
Business Protection Agreement
[Ver: 1.2, Last Update Date: 7/25/16] 2
services in more than one city, county, state or country, and may have access to Confidential Information that pertains not only to the specific area in which I live and/or work but also to other areas in which Company does business. I agree that the Company protections stated in this Agreement are intended to protect Company to the fullest extent of the law in all of the geographical areas in which Company does business or is actively contemplating doing business.
2.2 I expressly acknowledge and agree that each of the Company protections stated herein is intended to be as broad as may be permitted under the provisions of applicable law. I further acknowledge and agree that if any of the protections herein are deemed unenforceable, the unenforceability of any one or more Company protection stated herein (or any portion thereof), shall not affect the enforceability of any other protection (or portion thereof) stated herein.
Section 3. Confidential Information, Inventions and Works, and Materials
3.1 As between the Company and me, the Company is and will be the sole owner of all Confidential Information, Inventions and Works, Materials and Proprietary Rights,. To the extent eligible for such treatment, all Inventions and Works will constitute "works made for hire" under applicable copyright laws.
3.2 I hereby irrevocably assign and transfer to the Company, without any separate compensation, all right, title and interest that I may now or hereafter have in the Confidential Information, Inventions and Works, Materials and Proprietary Rights, subject to the limitations set forth in the notice below. This assignment and transfer is independent of any obligation or commitment made to me by the Company. Further, I hereby waive any moral rights that I may have in or to any Confidential Information, Inventions and Works, Materials and Proprietary Rights. I will take such action (including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Company's right, title and interest in the Confidential Information, Inventions and Works, Materials and Proprietary Rights and the license rights described in paragraph 3.6 below. I will not contest the validity of any Proprietary Rights.
3.3 Except as required for performance of my work for the Company or as authorized in writing by the Company, I will not (a) use, disclose, publish or distribute any Confidential Information, Inventions and Works or Materials or (b) remove any Materials from the Company's premises. I will hold all Materials in trust for the Company and I will deliver them to the Company upon request and in any event at the end of the Term.
3.4 I will promptly disclose to the Company all Confidential Information, Inventions and Works, and Materials, as well as any business opportunity which comes to my attention during the Term and which relates to the business of the Company or which arises as a result of my engagement by the Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after the Term without the prior written consent of the Company.
3.5 I understand that Company is not employing me in order to obtain any information which is the property of any previous companies or any other person or entity for whom I have performed services and warrant that I am not currently subject to any restriction which would prevent or limit me from carrying out my duties for Company. I further warrant that any and all items, technology and Materials of any nature developed or provided by me under this agreement and in any way for or related to Company will be original to me and will not infringe in any respect on the rights or property of others, and that I will not, without the prior written approval of Company, use any equipment, supplies, facilities, or proprietary information of any other party. I agree to indemnify Company for all losses, claims, and expenses (including reasonable attorneys' fees and costs) arising from my breach of these warranties.
3.6 I hereby irrevocably grant to the Company, to the full extent of my rights in and to the same, a fully paid-up, perpetual, worldwide right and license, with the right to sublicense, to disclose, distribute, import, make, have made, make derivative works of, use and otherwise exploit any trade secrets, copyrights, Confidential Information, Inventions and Works belonging to me or any third party that I disclose to the Company or its personnel or use in any Inventions and Works or Material.
NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not obligate me to assign or offer to assign to the Company any of my rights in an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which wasBUSINESS PROTECTION AGREEMENT In consideration of my engagement as an employee with LoremTech Inc., a Washington Corporation, or any ofits subsidiaries (the "Company"), the training, contacts and experience that I may receive in connection with such engagement, the compensation paid to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective on my first date of employment, I hereby agree in this Business Protection Agreement (the “Agreement”) as follows:
Section 1. Definitions
The following terms have the following specified meanings in this Agreement:
1.1 “Company Property” means all records, files, manuals, lists of clients, forms, materials, supplies, computer programs or other software, computer hardware, tapes, disks or other magnetic media, documents, notes, video or audio tapes or recordings, Confidential Information and other materials furnished to me by the Company, used on its behalf, or generated or obtained during the course of my employment with Company.
1.2 "Competing Business" means any enterprise, whether commercial or non-profit, that is or that is preparing to be in competition with any aspect of the Company or its business or anticipated business. Without limiting the generality of the foregoing, a Competing Business includes any business whose commercial efforts involve (a) the provision of computer system engineering or consulting services to design, develop, or modify enterprise or internet/ecommerce computer systems, or (b) any products or services in competition with product or services which are, at any time during the Term, either (i) currently produced, marketed, or otherwise offered by the Company, or (ii) in actual or demonstrably anticipated research or development by the Company.
1.3 "Confidential Information" means any information related to the business or other affairs of the Company or its affiliates that is not generally available to the public, and that: (a) is conceived, compiled, developed or discovered by me, whether solely or jointly with others, during the Term, or (b) is or has been received or otherwise becomes known to me in connection with my engagement. Without limiting the generality of the foregoing, Confidential Information includes information relating to Inventions and Works, trade secrets, products, services, finances, business plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects, opportunities, contracts or assets of the Company or its affiliates. Confidential Information also includes any information which has been made available to the Company by its clients or other third parties and which the Company is obligated to keep confidential.
1.4 “Corporate Contacts” means any actual or prospective customers of or investors in Company with which I have had personal contact during the Term and with which I had no relationship prior to the Term.
1.5 "Inventions and Works" means any composition, work of authorship, computer program, product, device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that is (a) within the scope of the Company's business, research or investigations or results from or is suggested by any work performed by me for the Company and (b) created, conceived, reduced to practice, developed, discovered, invented or made by me during the Term, whether solely or jointly with others, and whether or not while engaged in performing work for the Company.
1.6 "Material" means any product, prototype, sample, model, document, diskette, tape, picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information or Inventions and Works.
1.7 "Proprietary Right" means any patent, copyright, mask work, trade secret, trademark, trade name, service mark or other protected intellectual property right in any Confidential Information, Inventions and Works or Material.
1.8 "Term" means the period from the beginning of my engagement with the Company, whether on a full-time, part-time or consulting basis, through the last day of such engagement.
Section 2. Scope of Company Protection
2.1 I understand that Company is a multi-national corporation that does business all over the world. In my employment with Company, I may perform
Business Protection Agreement
[Ver: 1.2, Last Update Date: 7/25/16] 2
services in more than one city, county, state or country, and may have access to Confidential Information that pertains not only to the specific area in which I live and/or work but also to other areas in which Company does business. I agree that the Company protections stated in this Agreement are intended to protect Company to the fullest extent of the law in all of the geographical areas in which Company does business or is actively contemplating doing business.
2.2 I expressly acknowledge and agree that each of the Company protections stated herein is intended to be as broad as may be permitted under the provisions of applicable law. I further acknowledge and agree that if any of the protections herein are deemed unenforceable, the unenforceability of any one or more Company protection stated herein (or any portion thereof), shall not affect the enforceability of any other protection (or portion thereof) stated herein.
Section 3. Confidential Information, Inventions and Works, and Materials
3.1 As between the Company and me, the Company is and will be the sole owner of all Confidential Information, Inventions and Works, Materials and Proprietary Rights,. To the extent eligible for such treatment, all Inventions and Works will constitute "works made for hire" under applicable copyright laws.
3.2 I hereby irrevocably assign and transfer to the Company, without any separate compensation, all right, title and interest that I may now or hereafter have in the Confidential Information, Inventions and Works, Materials and Proprietary Rights, subject to the limitations set forth in the notice below. This assignment and transfer is independent of any obligation or commitment made to me by the Company. Further, I hereby waive any moral rights that I may have in or to any Confidential Information, Inventions and Works, Materials and Proprietary Rights. I will take such action (including, but not limited to, the execution, acknowledgment, delivery and assistance in preparation of documents or the giving of testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Company's right, title and interest in the Confidential Information, Inventions and Works, Materials and Proprietary Rights and the license rights described in paragraph 3.6 below. I will not contest the validity of any Proprietary Rights.
3.3 Except as required for performance of my work for the Company or as authorized in writing by the Company, I will not (a) use, disclose, publish or distribute any Confidential Information, Inventions and Works or Materials or (b) remove any Materials from the Company's premises. I will hold all Materials in trust for the Company and I will deliver them to the Company upon request and in any event at the end of the Term.
3.4 I will promptly disclose to the Company all Confidential Information, Inventions and Works, and Materials, as well as any business opportunity which comes to my attention during the Term and which relates to the business of the Company or which arises as a result of my engagement by the Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after the Term without the prior written consent of the Company.
3.5 I understand that Company is not employing me in order to obtain any information which is the property of any previous companies or any other person or entity for whom I have performed services and warrant that I am not currently subject to any restriction which would prevent or limit me from carrying out my duties for Company. I further warrant that any and all items, technology and Materials of any nature developed or provided by me under this agreement and in any way for or related to Company will be original to me and will not infringe in any respect on the rights or property of others, and that I will not, without the prior written approval of Company, use any equipment, supplies, facilities, or proprietary information of any other party. I agree to indemnify Company for all losses, claims, and expenses (including reasonable attorneys' fees and costs) arising from my breach of these warranties.
3.6 I hereby irrevocably grant to the Company, to the full extent of my rights in and to the same, a fully paid-up, perpetual, worldwide right and license, with the right to sublicense, to disclose, distribute, import, make, have made, make derivative works of, use and otherwise exploit any trade secrets, copyrights, Confidential Information, Inventions and Works belonging to me or any third party that I disclose to the Company or its personnel or use in any Inventions and Works or Material.
NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not obligate me to assign or offer to assign to the Company any of my rights in an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was
Comments
0 comments
Please sign in to leave a comment.