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EMPLOYEE PROPRIETARY INFORMATION AND NON-DISCLOSURE ADDENDUM
Employee Proprietary Information and Non-Disclosure
Addendum
This Employee Proprietary Information and Non-Disclosure Addendum ("Addendum")
confirms an agreement between me and Employee Handbook Website Communications, which
is a material part of the consideration for my employment by Employee Handbook Website:
- Proprietary Information
a. I understand that Employee Handbook Website possesses and will possess
Proprietary Information that is important to its business. For purposes
of this Addendum, "Proprietary Information" is information
(whether conveyed orally or in writing) that was or will be developed,
created, or discovered by or on behalf of Employee Handbook Website, or which became
or will become created, or discovered by or on behalf of Employee Handbook Website,
which has commercial value in Employee Handbook Website's business. "Proprietary
Information" includes, but is not limited to, information about
trade secrets, designs, Human Resources, ideas, know-how, research, products,
services, customer lists, finances, processes, data, techniques, improvements,
inventions (whether patentable or not), works of authorship, business
and product development plans, the salaries and terms of compensation
of other employees, customers, and other information concerning Employee Handbook Website's actual or anticipated business, or which is received in confidence
by me or for Employee Handbook Website from any other person. I understand that my
employment creates a relationship of confidence and trust between me
and Employee Handbook Website with respect to Proprietary Information.
- Employee Handbook Website Materials
a. I understand that Employee Handbook Website possesses or will possess
"Company Materials" which are important to its business. For
purposes of this Addendum, "Company Materials" are documents
or other media or tangible items that contain or embody Proprietary
Information or any other information concerning the business, operations,
or plans of Employee Handbook Website, whether such documents have been prepared by
me or by others. "Company Materials" include, but are not
limited to, photographs, charts, graphs, notebooks, customer lists,
computer media or printouts, sound recordings and other printed, typewritten,
or hand written documents, as well as samples, products, and the like.
- Intellectual Property
a. I acknowledge and agree that all Proprietary Information
and all title, copyright rights, trade secret rights, and other intellectual
property and rights anywhere in the world (collectively "Rights")
in connection therewith shall be the sole property of Employee Handbook Website. I
hereby assign to Employee Handbook Website any Rights I may have or acquire in such
Proprietary Information. At all times, both during my employment and
after its termination, I will keep in confidence and trust and will
not use or disclose any Proprietary Information or anything relating
to it without the prior written consent of an officer of Employee Handbook Website
except as may be necessary and appropriate in the ordinary course of
performing my duties to Employee Handbook Website.
b. All Employee Handbook Website materials shall be the sole property
of the company. I agree that during my employment by Employee Handbook Website, I
will not remove any Company Materials from the business premises of
Employee Handbook Website or deliver any Company Materials to any person or entity
outside Employee Handbook Website, except, as I am required to do in connection with
performing the duties of my employment. I further agree that, immediately
upon the termination of my employment by me or by Employee Handbook Website for any
reason, or during my employment if so requested by Employee Handbook Website, I will
return all Employee Handbook Website materials, equipment, and other physical property,
excepting only (i) my personal copies of records relating to my compensation;
(ii) my copy of this Addendum.
c. I agree that all original works of authorship including,
without limitation, text, artwork and computer software, which are made
by me (solely or jointly with others) within the scope of and during
my employment are "works made for hire" as that term is used
in the United States Copyright Act of 1976, as amended. I will promptly
disclose in writing to my immediate manager or to any persons designated
by Employee Handbook Website, all "Inventions", (which terms includes improvements,
inventions, works of authorship [other than works made for hire], works
of are, products, services, customer lists, trade secrets, Human Resources,
ideas, designs, processes, techniques, know-how, and data) made or conceived
by me, either alone or jointly with others, during the term of my employment.
d. I agree that all Inventions which I make, conceive,
develop, or reduce to practice (in whole or in part), either alone or
jointly with others) during my employment shall be the sole property
of Employee Handbook Website to the maximum extent permitted by Section 2870 of the
California Labor code, a copy of which is attached and I hereby assign
such Inventions and all Rights therein to Employee Handbook Website. I will not disclose
Inventions covered by this section 3.d to any person outside the Employee Handbook Website unless I am requested to do so by management personnel of Employee Handbook Website. No assignment in the Addendum shall extend to Invention, the
assignment of which is prohibited by Labor Code Section 2870. Employee Handbook Website
shall be the sole owner of all Rights in connection therewith.
e. I have attached hereto a complete list of all existing
Inventions to which I claim ownership as part as of the date of this
Addendum and that I desire to specifically clarify are not subject to
this Addendum, and I acknowledge and agree that such list is complete.
If no such list is attached to this Addendum, I represent that I have
no such Inventions at the time of signing this Addendum.
- Non-Solicitation
a. During the term of my employment and for one year thereafter,
I will not hire any employees of Employee Handbook Website and I will not solicit
or recruit any of Employee Handbook Website’s employees to leave their employment.
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