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A confidentiality and proprietary rights agreement is a contract between a company and employee that governs the handling of certain information. For example, one of the most commonly protected pieces of information via this agreement is commercially viable information. It also includes vital protections to security procedures and rules plus protocols for protecting the employee's intellectual property.
The purpose of the confidentiality and proprietary rights agreement is to ensure that companies are legally obligated to uphold the standards set forth in the contract. This ensures that employees have adequate protections available if the contract is breached.
Below is a list of common sections included in Confidentiality And Proprietary Rights Agreements. These sections are linked to the below sample agreement for you to explore.
EMPLOYMENT, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
This Employment, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 19 th day of June, 2015 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Todd Peterson (the “Employee”).
WHEREAS, the Company desires to employ the Employee as the Chief Financial Officer of the Company in accordance with the terms and provisions of this Agreement, and the Employee desires to serve the Company in such capacity.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:
1. Employment . The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company, upon the terms and subject to the conditions set forth in this Agreement. Employee shall be employed as the Chief Financial Officer of the Company, and shall render such services and have such duties as are customary for such position, including, without limitation, those services and duties set forth in the Schedule attached hereto or as the Board of Directors or Chief Executive Officer of the Company may request from time to time.
2. Compensation . For the services rendered by Employee under this Agreement, the Company shall pay the Employee the compensation specified in the Schedule.
3. Term and Survivability . The term of this Agreement shall be for successive three-month periods starting from the Effective Date and shall renew automatically at the end of each three-month term unless cancelled by either party upon not less than ten (10) day’s written notice prior to the end of the term. Upon termination of this Agreement the following sections of this Agreement shall survive such termination: Sections 3, 5, 6, 7, 8, 10, 11, 12 and 14.
4. Costs and Expenses of Employee’s Performance . Except as set forth on the Schedule, all costs and expenses of Employee’s performance hereunder shall be borne by the Employee.
5. Confidentiality . Employee agrees that Employee will not, except when required by applicable law or order of a court, during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company, known, learned or acquired by the Employee during the period of the Employee’s employment by the Company. For purposes of this Agreement, “Confidential Information” shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any of its affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training, financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed by Employee hereunder. For purposes of this Agreement, “Trade Secrets” shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company’s business or in the business of any of its affiliates. Any information of the Company or any of its affiliates, which is not readily available to the public, shall be considered to be a Trade Secret unless the Company advises Employee in writing otherwise. Employee acknowledges that all of the Confidential Information is proprietary to the Company and is a special, valuable and unique asset of the business of the Company, and that Employee’s employment by the Company has created, creates and will continue to create a relationship of confidence and trust between the Employee and the Company with respect to the Confidential Information. Furthermore, Employee shall immediately notify the Company of any information, which comes to its attention, which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In such event, Employee shall take all reasonable steps within its power to limit the scope of such loss.
6. Return of the Company’s Proprietary Materials . Employee agrees to deliver promptly to the Company on termination of this Agreement for whatever reason, or at any time the Company may so request, all documents, records, artwork, designs, data, drawings, flowcharts, listings, models, sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies, summaries, records, descriptions, modifications, drawings or adaptations of such materials which Employee may then possess or have under its control. Concurrently with the return of such proprietary materials to the Company, Employee agrees to deliver to the Company such further agreements and assurances to ensure the confidentiality of proprietary materials.
7. Assignment of Proprietary Rights . Other than the Proprietary Rights (as defined below) listed on the Schedule attached hereto, if any, Employee hereby assigns and transfers to the Company all right, title and interest that Employee may have, if any, in and to all Proprietary Rights (whether or not patentable or copyrightable) made, conceived, developed, written or first reduced to practice by Employee, whether solely or jointly with others, during the period of Employee’s employment with the Company which relate in any way to the actual or anticipated business or research and development of the Company, or result from or are suggested by any task assigned to Employee or by any of the work Employee has performed or may perform for the Company. Employee acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals related thereto that Employee develops or prepares for the Company during the period of Employee’s employment by the Company and that such work by Employee shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws. Other than the Proprietary Rights listed on the Schedule attached hereto, Employee represents and covenants to the Company that there are no Proprietary Rights relating to the Company’s business which were made by Employee prior to Employee’s employment by the Company. Employee agrees promptly to disclose in writing to the Company all Proprietary Rights in order to permit the Company to claim rights to which it may be entitled under this Agreement. With respect to all Proprietary Rights which are assigned to the Company pursuant to this Section 7, Employee will assist the Company in any reasonable manner to obtain for the Company’s benefit patents and copyrights thereon in any and all jurisdictions as may be designated by the Company, and Employee will execute, when requested, patent and copyright applications and assignments thereof to the Company, or other persons designated by the Company, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement. Employee will further assist the Company in every way to enforce any patents, copyrights and other Proprietary Rights of the Company. “Proprietary Rights” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.
8. Trade Secrets of Others . Employee represents to the Company that its performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information or trade secrets acquired by Employee in confidence or in trust prior to his employment by the Company, and Employee will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to others. Employee agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.
9. Other Obligations . Employee acknowledges that the Company, from time to time, may have agreements with other persons which impose obligations or restrictions on the Company regarding proprietary rights made or developed during the course of work hereunder or regarding the confidential nature of such work. Employee agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company hereunder.
10. Non-Solicit . Employee will not, during the term this Agreement and for one year thereafter, directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) with or through any individual or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time during the twelve-month period immediately prior to the termination of this Agreement for any reason, an employee of the Employee, or otherwise seek to adversely influence or alter such individual’s relationship with the Employee; or (ii) solicit or encourage any individual or entity that is, or was during the twelve-month period immediately prior to the termination of this Agreement for any reason, a customer or vendor of the Employee to terminate or otherwise alter his, her or its relationship with the Employee or any of its affiliates.
11. Equitable Remedies . In the event of a breach or threatened breach of the terms of this Agreement by Employee, the parties hereto acknowledge and agree that it would be difficult to measure the damage to the Company from such breach, that injury to the Company from such breach would be impossible to calculate and that monetary damages would therefore be an inadequate remedy for any breach. Accordingly, the Company, in addition to any and all other rights which may be available, shall have the right of specific performance, injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any actual damage to the Company.
12. Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Nevada. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating to this Agreement are the federal and State courts located in Las Vegas, Nevada and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in Las Vegas, Nevada.