{"id":39746,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-confidential-information-and-invention-assignment.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-confidential-information-and-invention-assignment","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-confidential-information-and-invention-assignment.html","title":{"rendered":"Employment, Confidential Information and Invention Assignment Agreement &#8211; Support.com Inc."},"content":{"rendered":"<pre>\n                                 SUPPORT.COM\n                                 -----------\n\n                  EMPLOYMENT, CONFIDENTIAL INFORMATION AND\n\n                       INVENTION ASSIGNMENT AGREEMENT\n\n     As a condition of my employment with Support.com, its subsidiaries,\naffiliates, successors or assigns (together the \"Company\"), and in consideration\nof my employment with the Company and my receipt of the compensation now and\nhereafter paid to me by Company, I agree to the following:\n\n     1.  At-Will Employment.   I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT\n         ------------------                                                   \nWITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES \"AT-WILL\"\nEMPLOYMENT.  I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED\nAT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION\nEITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.\n\n     2.  Confidential information.\n         ------------------------ \n\n         (a)   Company Information.  I agree at all times during the term of my\n               -------------------                                             \nemployment and thereafter, to hold in strictest confidence, and not to use,\nexcept for the benefit of the Company, or to disclose to any person, firm or\ncorporation without written authorization of the Board of Directors of the\nCompany, any Confidential Information of the Company.  I understand that\n\"Confidential Information\" means any Company proprietary information, technical\ndata, trade secrets or know-how, including, but not limited to, research,\nproduct plans, products, services, customer lists and customers (including, but\nnot limited to, customers of the Company on whom I called or with whom I became\nacquainted during the term of my employment), markets, software, developments,\ninventions, processes, formulas, technology, designs, drawings, engineering,\nhardware configuration information, marketing, finances or other business\ninformation disclosed to me by the Company either directly or indirectly in\nwriting, orally or by drawings or observation of parts or equipment.  I further\nunderstand that Confidential Information does not include any of the foregoing\nitems which has become publicly known and made generally available through no\nwrongful act of mine or others who were under confidentiality obligations as to\nthe item or items involved.\n\n         (b)   Former Employment Information.  I agree that I will not, during\n               ------------------------------                                 \nmy employment with the Company, improperly use or disclose any proprietary\ninformation or trade secrets of any former or concurrent employer or other\nperson or entity and that I will not bring onto the premises of the Company any\nunpublished document or proprietary information belonging to any such employer,\nperson or entity unless consented to in writing by such employer, person or\nentity.\n\n         (c)   Third Party Information.  I recognize that the Company has\n               ------------------------                                  \nreceived and in the future will receive from third parties their confidential or\nproprietary information subject to a duty on the Company's part to maintain the\nconfidentiality of such information and to use it only for certain limited\npurposes.  I agree to hold all such confidential or proprietary \n\n \ninformation in the strictest confidence and not to disclose it to any person,\nfirm or corporation or to use it except as necessary in carrying out my work\nfor the Company consistent with the Company's agreement with such third party.\n\n     3.  Inventions.\n         -----------\n\n         (a)   Inventions Retained and Licensed.  I have attached hereto, as\n               ---------------------------------                            \nExhibit A, a list describing all inventions, original works of authorship,\n---------                                                                 \ndevelopments, improvements, and trade secrets which were made by me prior to my\nemployment with the Company (collectively referred to as \"Prior Inventions\"),\nwhich belong to me, which relate to the Company's proposed business, products or\nresearch and development, and which are not assigned to the Company hereunder;\nor, if no such list is attached, I represent that there are no such Prior\nInventions.  If in the course of my employment with the Company, I incorporate\ninto a Company product, process or machine a Prior Invention owned by me or in\nwhich I have an interest, the Company is hereby granted and shall have a\nnonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,\nhave made, modify, use and sell such Prior Invention as part of or in connection\nwith such product, process or machine.\n\n         (b)   Assignment of Inventions.  I agree that I will promptly make full\n               -------------------------                                        \nwritten disclosure to the Company, will hold in trust for the sole right and\nbenefit of the Company, and hereby assign to the Company, or its designee, all\nmy right, title, and interest in and to any and all inventions, original works\nof authorship, developments, concepts, improvements or trade secrets, whether or\nnot patentable or registrable under copyright or similar laws, which I may\nsolely or jointly conceive or develop or reduce to practice, or cause to be\nconceived or developed or reduced to practice, during the period of time I am in\nthe employ of the Company (collectively referred to as \"Inventions\"), except as\nprovided in Section 3(f) below.  I further acknowledge that all original works\nof authorship which are made by me (solely or jointly with others) within the\nscope of and during the period of my employment with the Company and which are\nprotectible by copyright are \"works made for hire,\" as that term is defined in\nthe United States Copyright Act.\n\n         (c)   Inventions Assigned to the United States.  I agree to assign to\n               -----------------------------------------                      \nthe United States government all my right, title, and interest in and to any and\nall Inventions whenever such full title is required to be in the United States\nby a contract between the Company and the United States or any of its agencies.\n\n         (d)   Maintenance of Records.  I agree to keep and maintain adequate\n               -----------------------                                       \nand current written records of all Inventions made by me (solely or jointly with\nothers) during the term of my employment with the Company.  The records will be\nin the form of notes, sketches, drawings, and any other format that may be\nspecified by the Company.  The records will be available to and remain the sole\nproperty of the Company at all times.\n\n         (e)   Patent and Copyright Registrations.  I agree to assist the\n               -----------------------------------                       \nCompany, or its designee, at the Company's expense, in every proper way to\nsecure the Company's rights in the Inventions and any copyrights, patents, mask\nwork rights or other intellectual property rights relating thereto in any and\nall countries, including the disclosure of the Company of all pertinent\n\n \ninformation and data with respect thereto, the execution of all applications,\nspecifications, oaths, assignments and all other instruments which the Company\nshall deem necessary in order to apply for and obtain such rights and in order\nto assign and convey to the Company, its successors, assigns, and nominees the\nsole and exclusive rights, title and interest in and to such Inventions, and any\ncopyrights, patents, mask work rights or other intellectual property rights\nrelating thereto. I further agree that my obligation to execute or cause to be\nexecuted, when it is in my power to do so, any such instrument or papers shall\ncontinue after the termination of this Agreement.  If the Company is unable\nbecause of my mental or physical incapacity or for any other reason to secure my\nsignature to apply for or to pursue any application of any United States or\nforeign patents or copyright registrations covering Inventions or original works\nof authorship assigned to the Company as above, then I hereby irrevocably\ndesignate and appoint the Company and its duly authorized officers and agents as\nmy agent and attorney in fact, to act for and in my behalf and stead to execute\nand file any such applications and to do all other lawfully permitted acts to\nfurther the prosecution and issuance of letters patent or copyright\nregistrations thereon with the same legal force and effect as if executed by me.\n\n         (f)   Exception to Assignments.  I understand that the provision of\n               -------------------------                                    \nthis Agreement requiring assignment of Inventions to the Company do not apply to\nany invention which qualifies fully under the provisions of California Labor\nCode Section 2870 (attached hereto as Exhibit B).  I will advise the Company\n                                      ---------                             \npromptly in writing of any inventions that I believe meet the criteria in\nCalifornia Labor Code Section 2870 and not otherwise disclosed on Exhibit A.\n                                                                  --------- \n\n     4.  Conflicting Employment.   I agree that, during the term of my\n         -----------------------                                      \nemployment with the Company, I will not engage in any other employment,\noccupation, consulting or other business activity directly related to the\nbusiness in which the Company is now involved or becomes involved during the\nterm of my employment.\n\n     5.  Returning Company Documents.   I agree that, at the time of leaving the\n         ----------------------------                                           \nemploy of the Company, I will deliver to the Company (and will not keep in my\npossession, recreate or deliver to anyone else) any and all devices, records,\ndata, notes, reports, proposals, lists, correspondence, specifications,\ndrawings, blueprints, sketches, materials, equipment, other documents or\nproperty, or reproductions of any aforementioned items developed by me pursuant\nto my employment with the Company or otherwise belonging to the Company, its\nsuccessors or assigns.  In the event of the termination of my employment, I\nagree to sign and deliver the \"Termination Certification\" attached hereto as\nExhibit C.\n----------\n\n     6.  Notification of New Employer.   In the event that I leave the employ of\n         -----------------------------                                          \nthe Company, I hereby grant consent to notification by the Company to my new\nemployer about my rights and obligations under this Agreement.\n\n     7.  Solicitation of Employees.   I agree that for a period of twelve (12)\n         --------------------------                                           \nmonths immediately following the termination of my relationship with the Company\nfor any reason, whether with or without cause, I shall not either directly or\nindirectly solicit, induce, recruit or encourage any of the Company's employees\nto leave their employment, or take away such\n\n \nemployees, or attempt to solicit, induce, recruit, encourage or take away\nemployees of the Company, either for myself or for any other person or entity.\n\n     8.  Conflict of Interest Guidelines.   I agree to diligently adhere to the\n         --------------------------------                                      \nConflict of Interest Guidelines attached as Exhibit D hereto.\n                                            ---------        \n\n     9.  Representations.  I agree to execute any proper oath or verify any\n         ----------------                                                  \nproper document required to carry out the terms of this Agreement.  I represent\nthat my performance of all the terms of this Agreement will not breach any\nagreement to keep in confidence proprietary information acquired by me in\nconfidence or in trust prior to my employment by the Company.  I have not\nentered into, and I agree I will not enter into, any oral or written agreement\nin conflict herewith.\n\n     10.  Arbitration and Equitable Relief.\n          ---------------------------------\n\n          (a)  Arbitration.  EXCEPT AS PROVIDED IN SECTION 10(b) BELOW, I AGREE\n               ------------                                                    \nTHAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING ANY\nINTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL BE\nSETTLED BY ARBITRATION TO BE HELD IN SAN MATEO COUNTY, CALIFORNIA, IN ACCORDANCE\nWITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION.  THE\nARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH DISPUTE OR CONTROVERSY.\nTHE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE\nPARTIES TO THE ARBITRATION.  JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S\nDECISION IN ANY COURT HAVING JURISDICTION.  THE COMPANY AND I SHALL EACH PAY\nONE-HALF OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH OF US SHALL\nSEPARATELY PAY OUR COUNSEL FEES AND EXPENSES.\n\n     THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY\nTRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF\nTHE EMPLOYER\/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 10(b) BELOW),\nINCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:\n\n          i.  ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF\nCONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND\nFAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF\nEMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR\nINTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND\nDEFAMATION;\n\n          ii.  ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR\nMUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS\nACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE \n\n \nDISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT\nOF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND\nHOUSING ACT, AND LABOR CODE SECTION 201, et seq.;\n\n          iii.  ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS\nRELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.\n\n          (b)  Equitable Remedies.  I AGREE THAT IT WOULD BE IMPOSSIBLE OR\n               -------------------                                        \nINADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE\nCOVENANTS SET FORTH IN SECTIONS 2, 3, AND 5 HEREIN.  ACCORDINGLY, I AGREE THAT\nIF I BREACH ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION\nTO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A\nCOURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND\nTO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT.  I FURTHER\nAGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH\nEQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO\nTHE ORDERING OF SPECIFIC PERFORMANCE.\n\n          (c)  Consideration.  I UNDERSTAND THAT EACH PARTY'S PROMISE TO RESOLVE\n               --------------                                                   \nCLAIMS BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT,\nRATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR OTHER PARTY'S LIKE PROMISE.\nI FURTHER UNDERSTAND THAT I AM OFFERED EMPLOYMENT IN CONSIDERATION OF MY PROMISE\nTO ARBITRATE CLAIMS.\n\n     11.  General Provisions.\n          -------------------\n\n          (a)  Governing Law; Consent to Personal Jurisdiction.  This Agreement\n               ------------------------------------------------                \nwill be governed by the laws of the State of California.  I hereby expressly\nconsent to the personal jurisdiction of the state and federal courts located in\nCalifornia for any lawsuit filed there against me by the Company arising from or\nrelating to this Agreement.\n\n          (b)  Entire Agreement.  This Agreement sets forth the entire agreement\n               -----------------                                                \nand understanding between the Company and me relating to the subject matter\nherein and merges all prior discussions between us.  No modification of or\namendment to this Agreement, nor any waiver of any rights under this agreement,\nwill be effective unless in writing signed by the party to be charged.  Any\nsubsequent change or changes in duties, salary or compensation will not affect\nthe validity or scope of this Agreement.\n\n          (c)  Severability.  If one more of the provisions in this Agreement\n               -------------                                                 \nare deemed void by law, then the remaining provisions will continue in full\nforce and effect.\n\n          (d)  Successors and Assigns.  This Agreement will be binding upon my\n               -----------------------                                        \nheirs, \n\n \nexecutors, administrators and other legal representatives and will be for the\nbenefit of the Company, its successors, and its assigns.\n\n\nDate:\n     ----------------------             --------------------------------------\n                                        Signature\n\n                                        -------------------------------------- \n                                        Name of Employee (typed or printed)\n\n \n\n---------------------------\nWitness\n\n \n                                  EXHIBIT A\n                                  ---------\n\n                          LIST OF PRIOR INVENTIONS\n                      AND ORIGINAL WORKS OF AUTHORSHIP\n\n                                            Identifying                 \nTitle                   Date            or Brief Description            Number\n-------------------------------------------------------------------------------\n\n\n\n_______  No inventions or improvements\n\n_______  Additional Sheets Attached\n\n\n\nSignature of Employee:\n                      -------------------\n\nPrint Name of Employee:\n                      -------------------\n\nDate:\n     ------------------------------------\n\n \n                                  EXHIBIT B\n                                  ---------\n\n                     CALIFORNIA LABOR CODE SECTION 2870\n                           EMPLOYMENT AGREEMENTS;\n                            ASSIGNMENT OF RIGHTS\n\n                                        \n\n     \"(a)  Any provision in an employment agreement which provides that an\n           employee shall assign, or offer to assign, any of his or her rights\n           in an invention to his or her employer shall not apply to an\n           invention that the employee developed entirely on his or her own\n           time without using the employer's equipment, supplies, facilities,\n           or trade secret information except for those inventions that\n           either:\n\n           (1)  Relate at the time of conception or reduction to practice of\n                the invention to the employer's business, or actual or\n                demonstrably anticipated research or development of the\n                employer.\n\n           (2)  Result from any work performed by the employee for the\n                employer.\n\n      (b)  To the extent a provision in an employment agreement purports to\n           require an employee to assign an invention otherwise excluded from\n           being required to be assigned under subdivision (a), the provision\n           is against the public policy of this state and is unenforceable.\"\n\n \n                                  EXHIBIT C\n                                  ---------\n\n                                 SUPPORT.COM\n                                 -----------\n\n                          TERMINATION CERTIFICATION\n\n                                        \n\n          This is to certify that I do not have in my possession, nor have I\nfailed to return, any devices, records, data, notes, reports, proposals, lists,\ncorrespondence, specifications, drawings, blueprints, sketches, materials,\nequipment, other documents or property, or reproductions of any aforementioned\nitems belonging to Support.com, its subsidiaries, affiliates, successors or\nassigns (together, the \"Company\").\n\n          I further certify that I have complied with the terms of the Company's\nEmployment Confidential Information and Invention Assignment Agreement signed by\nme, including the reporting of any inventions and original works of authorship\n(as defined therein), conceived or made by me (solely or jointly with others)\ncovered by that agreement.\n\n          I further agree that, in compliance with the Employment, Confidential\nInformation and Invention Assignment Agreement, I will preserve as confidential\nall trade secrets, confidential knowledge, data or other proprietary information\nrelating to products, processes, know-how, designs, formulas, developmental or\nexperimental work, computer programs, data bases, other original works of\nauthorship, customer lists, business plans, financial information or other\nsubject matter pertaining to any business of the Company or any of its\nemployees, clients, consultants or licensees.\n\n          I further agree that for twelve (12) months from this date, I will\nnot, directly or indirectly, solicit, induce, recruit or encourage any of the\nCompany's employees to leave their employment.\n\nDate:\n     ------------------------------\n\n \n\n                                        ----------------------------------\n                                        (Employee's Signature)\n\n \n                                        ----------------------------------\n                                        (Type\/Print Employee's Name)\n\n \n                                  EXHIBIT D\n                                  ---------\n\n                                 SUPPORT.COM\n                                 -----------\n\n                       CONFLICT OF INTEREST GUIDELINES\n\n                                        \n\n        It is the policy of Support.com to conduct its affairs in strict\ncompliance with the letter and spirit of the law and to adhere to the highest\nprinciples of business ethics.  Accordingly, all officers, employees and\nindependent contractors must avoid activities which are in conflict, or give the\nappearance of being in conflict, with these principles and with the interest of\nthe Company.  The following are potentially compromising situations which must\nbe avoided.  Any exceptions must be reported to the President and written\napproval for continuation must be obtained.\n\n        1.  Revealing confidential information to outsiders or misusing\n            confidential information. Unauthorized divulging of information is\n            a violation of this policy whether or not for personal gain and\n            whether or not harm to the Company is intended (The Employment,\n            Confidential Information and Invention Assignment Agreement\n            elaborates on this principle and is a binding agreement.)\n\n        2.  Accepting or offering substantial gifts, excessive entertainment,\n            favors or payments which may be deemed to constitute undue\n            influence or otherwise be improper or embarrassing to the Company.\n\n        3.  Participating in civic or professional organizations that might\n            involve divulging confidential information of the Company.\n\n        4.  Initiating or approving personal actions affecting reward or\n            punishment of employees or applicants where there is a family\n            relationship or is or appears to be a personal or social\n            involvement.\n\n        5.  Initiating or approving any form of personal or social harassment\n            of employees.\n\n        6.  Investing or holding outside directorships in any competing\n            companies, including financial speculations, where such investment\n            or directorship might influence in any manner a decision or course\n            of action of the Company.\n\n        7.  Borrowing from or lending to employees, customers, or suppliers.\n\n        8.  Acquiring real estate of interest to the Company.\n\n        9.  Improperly using or disclosing to the Company any proprietary\n            information or trade secrets of any former or concurrent employer\n            or other person or entity with whom obligations of confidentiality\n            exist.\n\n \n       10.  Unlawfully discussing prices, costs, customers, sales or markets\n            with competing companies or their employees.\n\n       11.  Making any unlawful agreement with distributors with respect to\n            prices.\n\n       12.  Improperly using or authorizing the use of any inventions which\n            are the subject of patent claims of any other person or entity.\n\n       Each officer, employee and independent contractor must take every\nnecessary action to ensure compliance with these guidelines and to bring\nproblem areas to the attention of higher management for review. Violations of\nthis conflict of interest policy may result in discharge without warning.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8979],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39746","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-supportcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39746","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39746"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39746"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39746"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39746"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}