Employee Agreement
This section is a full Markdown port of Core 12 Employee Agreement.docx from the legacy ISMS backup. Keep legal review in the loop before changing agreement language.
PROPRIETARY INFORMATION, COMPANY PROPERTY
AND INVENTION ASSIGNMENT AGREEMENT
As a condition of my employment with Core 12, LLC, an Illinois limited liability company, its subsidiaries, affiliates, successors or assigns (together the Company), and in consideration for my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
The Company. As used in Agreement, the Company refers to Core 12, LLC and
each of its subsidiaries or affiliated companies. I recognize and agree that my obligations under this Agreement and all terms of this Agreement apply to me regardless of whether I am employed by or work for Core 12, LLC or any other subsidiary or affiliated company of Core 12, LLC. Furthermore, I understand and agree that the terms of the Agreement will continue to apply to me even if I transfer at some time from one subsidiary or affiliate of the Company to another.
At-Will Employment. I understand and acknowledge that my employment with this company is for an unspecified duration and constitutes at-will employment. I
acknowledge that this employment relationship may be terminated at any time, for any reason, with or without cause, at the option either of the Company or me. I acknowledge that this agreement is the complete agreement between the Company and me regarding the nature of my employment with the company, and at-will nature of my employment with the Company can only be changed by the Company CEO, President or Chairman in an express writing signed and dated by him or her and by me.
Confidential Information
Company Information. I agree at all times during the term of my employment 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 Board of Directors of the Company, any Confidential Information of the Company. I understand that Confidential Information means any Company information that was or will be developed, created or discovered by or on behalf of the Company, or which became or will become known by, or was or is conveyed to the Company, which has commercial value in the Companys business. Confidential Information includes, but is not limited to, proprietary information, technical data, trade secrets or know-how, research, product and business development plans, products, services, 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 term of my employment), markets, software, source and object code, developments, inventions (whether patentable or not), works of authorship, process, formulas, technology, designs, drawings, hardware configuration information, marketing plans, financial or other business information, terms of compensation and performance levels of Company employees and other information concerning the Companys actual or anticipated business, research or development which is received in confidence by or for the Company from any other person and is disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items, which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. However, I also understand that my employment creates a relationship of confidence and trust between the Company and me with respect to Confidential Information.
Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose or induce the Company to use or disclose any confidential or proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will nor bring onto premises of the Company any confidential or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. I further represent the my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence confidential or proprietary information, knowledge or data acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into and I agree I will not enter into any agreement, either written or oral, in conflict herewith or in conflict with my employment with the Company. I further agree to conform to the rules and regulations of the Company.
Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Companys part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Companys agreement with such third party.
Security Requirements. All personnel will be provided the Core 12, LLC Security Policy which must be reviewed, agreed to and signed. As part of the policy annual employee cyber security training is required. Additionally, the policy includes requirements on the use of strictly controlled passwords for accessing Confidential Information (CI) and Internal Information (II) and requires all employees maintain a clean desk to ensure the security of confidential information. See Core 12, LLC Security Policy for full details.
Company Documents and Materials.
I understand that the Company possesses or will possess Company Documents and
Materials which are important to its business. For purpose of this Agreement,
Company Documents and Materials are documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or plans of the Company, whether such documents, media or items have been prepared by me or by others.
Company Documents and Materials include, but are not limited to, any all devices, records, data notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, photographs, charts, graphs, customer lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, sample products, prototypes and models, material, equipment, or other documents, property or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns.
I further recognize and agree that I have no expectation of privacy with respect to the Companys telecommunications, networking, information processing systems (including without limitation, stored computer files, email messages and voice mail messages) or other Company-provided equipment and that my activity, and any files or messages, on or using those systems or equipment may be monitored at any time without notice.
Inventions.
Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as Prior Inventions), which belong to me, which relate to the Companys proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, service, process, or machine a Prior Invention owned by me or which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, sublicensable, worldwide license to make, have made, modify, use, market, sell and distribute such Prior Invention as part or in connection with such product, service, process or machine.
Disclosure of Inventions and Assignments of Rights. All Confidential Information and all patents, patent rights, copyrights, trade secret rights, trademark rights and other rights (including, without limitation, intellectual property rights) anywhere in the world in connection therewith is and shall be the sole property of the Company. I agree that I will promptly make full written disclosure to my immediate supervisor or to such other person designated by the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all intellectual property rights, including any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright, patent, trademark or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as Inventions), except as provided in the section entitled, Assignment or Waiver of Moral Right, below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectible by copyright are works made for hire, as the term is defined in the United States Copyright Act. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose any Confidential Information or anything relating to it without the prior written consent of an officer of the Company, except as may be necessary in the ordinary course
of performing my duties to the Company.
Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by contract between the Company and the United States or any of its agencies.
Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company in a form specified by the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. I further agree that during my employment with the Company, I will not remove any Company documents and Materials from the business premises of the Company or deliver any Company Documents and Materials to any person or entity outside the Company, except, as I am required to do in connection with performing the duties of my employment.
Cooperation with Patent and Copyright Registrations. I agree to assist the Company or its designee, at the Companys expense, during and after my employment, in all acts deemed necessary or desirable by the Company to permit and assist it to secure the Companys rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, cooperation in legal proceedings and the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents, as my agents and attorney-in-fact to act for and on my behalf and instead of me, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth above in this Subsection (e), including, without limitation, the perfection of assignment and registrations, trademark applications and registrations or other rights in connection with such Inventions and improvements thereto with the same legal force and effect as if executed by me.
Assignment or Waiver of Moral Rights. To the extent allowed by law, any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights and paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights (collectively Moral Rights). To the extent that I retain any such Moral Rights under applicable law, I hereby ratify and
consent to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by Company Exception to Assignments. I understand that the provisions of this Agreement providing for the assignment of Inventions to the Company do notapply
to any invention that I developed entirely on my own time without using the Companys equipment, supplies, facilities, or trade secret information except for those inventions that either:
-
Relate at the time of conception or reduction to practice of the invention to the Companys business, or actual or demonstrably anticipated research or development of the Company.
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Result from any work performed by me for the Company.
I will advise the Company promptly in writing of any inventions that I believe meet the above criteria and not otherwise disclosed on Exhibit A.
Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company, without first informing the Company of the existence of such proposed relationship and obtaining the prior written consent of my supervisor and the Human Resource Manager.
Returning Company Documents, Materials and Property. I agree that, at any time of leaving the employ of the Company or during my employment if so requested by the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all Company Documents, Materials and Property as defined herein. Property is defined as cell phones, PDAs, laptops and any other piece of equipment purchased by the Company for the employee to use in his/her work.
Notification of New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.
Non-Solicitation of Employees. I agree that during the terms of my employment and for a period of twenty-four (24) months immediately following the termination of my employment relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage, or take away employees of the Company, either for myself or for any other person or entity.
Company Policies. I acknowledge that in addition to the policies referenced in this Agreement, the Company has certain stated policies regarding various aspects of its business operations and expected employee conduct. The Company will make these policies available to employees. I agree to abide by the terms of these policies as the same are in effect from time to time and acknowledge that failure to comply with such policies can result in disciplinary action, including without limitation, termination of employment.
Non-Solicitation of Clients. I agree that during the term of my employment and for a period of twenty-four (24) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly solicit, induce, recruit or encourage any of the Company's customers or clients to leave the Company, or take away names of the Company's customers or clients, or attempt to solicit, induce, recruit, encourage, or take away the Company s customers or clients, either for me or for any other person or entity, to the extent that such information is confidential, proprietary or otherwise protected under trade secret or other law.
Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into any oral or written agreement in conflict herewith.
General Provisions.
Governing Law: Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Illinois. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Illinois for any lawsuit filed there against me by the Company arising from or relating to this Agreement.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us, including but not limited to any and all statements made by an officer, employee or representative of the Company regarding the Company s financial condition or future prospects. I understand and acknowledge that, except as set forth in this Agreement and in the offer letter from the Company to me, (i) no other representation or inducement has been made to me, (ii) I have relied on my own judgment and investigation in accepting my employment with the Company, and (iii) I have not relied on any representation or inducement made by any officer, employee or representative of the Company. No modification of or amendment to this Agreement nor any waiver of any rights under this Agreement will be effective unless in a writing signed by the CEO, President or Chairman of the Company and me. I understand and agree that any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
Severability. I agree that if one or more provisions of this Agreement are held to be
illegal or unenforceable under applicable law, such illegal or unenforceable portion(s) shall be limited or excluded to the minimum extent required so that this Agreement shall remain in full force and effect and enforceable in accordance with its terms.
Effective Date; Successors and Assigns. This Agreement will be effective as of the first day of my employment with the Company and will be binding upon my heirs, executors, administrators and other legal representatives and will inure to the benefit of the Company, its subsidiaries, successors, and its assigns.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. IF I RECEIVED THIS DOCUMENT ELECTRONICALLY, I HAVE MADE NO CHANGES TO THIS DOCUMENT WITHOUT NOTIFICATION TO AND SEPARATE WRITTEN APPROVAL OF THE COMPANY. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.
Accepted and agreed to:
Date: ________________________________________
Signature: ________________________________________
Name: ____________________________________
EXHIBIT A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
- Identifying Number: ________________________________ Title: _______________________________________________ Date: _______________________________________________
Or Brief Description: ____________________________________
___ No inventions or improvements
___ Additional sheets attached (y/n)
- I propose to bring to my employment the following materials and documents of a former employer:
___ No materials or documents
___ Additional sheets attached (y/n)
Date: _________________________
Signature: _______________________________________
Name of Core 12, LLC
Colleague (typed or printed): _____________________________________