EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE, AND ASSIGNMENT OF INVENTIONS AGREEMENT
This Confidentiality, Non-Disclosure, and Assignment of Inventions Agreement will constitute a binding contract between you and Enfusen Corp. Please sign at the bottom of the last page to accept.
This Agreement is made and entered into as of today in the year of 2015 by and between Bryan Media Corp., dba Enfusen Corp (the “Company”), an Ohio corporation with a place of business in Akron, Ohio, and myslef (“Employee”).
In consideration of your employment/continued employment as an at-will employee of Company and the mutual promises contained in this Agreement, Employee and the Company agree as follows:
While carrying out his/her duties at the Company, Employee will obtain access to confidential proprietary and technical information that is a valuable asset to the Company. Employee understands and acknowledges that the use of this information provides the Company with a significant commercial advantage over its competitors; that the goodwill of the Company depends, among other things, upon its keeping such information confidential; that the unauthorized disclosure of the same would irreparably damage the Company; and that the retention by Company of its confidential information is vital and indispensable to the conduct of Company’s business. Employee further recognizes that in performing his/her duties for Company, he/she may also come into possession, on a need-to-know basis, of confidential proprietary and technical information belonging to Company’s clients, customers, vendors, development partners, or other third parties. All such information described in this Section 1 shall be referred to collectively as “Confidential Information.”
As used in this Agreement, Confidential Information includes information and data which applies to business which Company or its clients, customers, vendors, and/or development partners can describe as being proprietary, including, without limitation, scientific knowledge, business secrets, know-how, processes, improvement suggestions, production secrets, inventions, information about existing, new, or envisioned products (samples, drawings, design, etc.), prototypes, production information, sales information, financial information (including cost and prices), financial forecasts, various planning information, customer information, supplier information, proprietary software, and listings of names, addresses, telephone numbers and other contact information, and all other information that falls within the definition of a “trade secret” pursuant to Section 1331.61 of the Ohio Revised Code. Information which is available in the “public domain” is, of course, excluded.
Employee shall refrain from the misappropriation of any Confidential Information and from the improper disclosure or use of Confidential Information. Providing access of Confidential Information to external persons, suppliers, customers, employees of other partner companies, or other third parties is prohibited without the prior written permission of Company’s President and the agreement of the third party who obtains access to the information to be similarly bound to confidentiality. Sharing of Confidential Information with cooperating third parties must be documented in a confidentiality agreement between Company and its customers, clients, suppliers, and/or development partners. Employee must ensure that such a contractual agreement is entered into before providing Confidential Information to such organization. In addition, Employee agrees to be bound by the terms of any confidentiality agreements between Company and its customers, clients, suppliers, development partners, and other third parties.
Upon the request of Company during, or at any time following, Employee’s employment with Company, Employee agrees to promptly take all reasonable actions and to execute, acknowledge, and deliver all documents as Company may deem necessary and desirable in Company’s sole discretion, to maintain, protect, and vest in Company the entire and exclusive right, title, and interest in and to Company’s Confidential Information, or other proprietary rights of any kind whatsoever, without regard to geographic location or use of such Confidential Information, including rendering such assistance as Company may request in any contemplated or pending litigation or other proceeding. Employee also agrees to take all reasonable actions and to comply with all instructions from Company regarding the protection of Confidential Information belonging to third parties to which Employee has access as a result of his/her employment with Company.
Employee agrees to deliver to Company, immediately upon termination of employment, regardless of the reason for or the circumstances surrounding said termination, all material in all formats, electronic or otherwise, relating in any manner to Company’s business and the business of Company’s customers, vendors, and/or development partners, and all Confidential Information including, without limitation, all documents, case files, notes, sketches, manuals, blueprints, formulas, notebooks, models, magnetic or digital recording tapes, disks, client lists, customer lists, price lists, and all information relating thereto or derived therefrom. Without limiting the foregoing, said information shall specifically include any notes, notebooks or other records maintained by Employee in connection with training provided by or concerning any of Company’s customers, vendors, or development partners. Employee acknowledges that such training notebook is, and shall remain, the sole property of Company.
3. Assignment of Inventions
Employee acknowledges that Company reserves all rights to the Confidential Information, copyright and patent applications, both nationally and internationally, as well as to the rights arising from such copyright and patents. This also applies to any such characteristics which are invented or obtained after the signing of this Agreement. Employee hereby assigns to Company as its exclusive property the entire right, title, and interest in all of Employee’s inventions, innovations, or ideas developed or conceived by Employee, solely or jointly with others, at any time during the term of Employee’s employment with Company, and which inventions, innovations, or ideas relate to the actual or anticipated business activities of Company, or result from or are suggested by work which Employee does for Company. Employee further agrees to make and maintain written records of all inventions, innovations, or ideas referred to herein and to submit promptly such records and supplemental oral disclosures to designated representatives of Company. Employee agrees to execute all papers, and otherwise provide proper assistance at the request and expense of Company, during and subsequent to Employee’s employment by Company, to enable Company or its nominees to obtain patents, copyrights, and legal protections for inventions or innovations in any country. Any copyrightable subject matter produced under this Agreement shall be “work made for hire” as defined by the U.S. Copyright Act. If any copyrightable subject matter produced under this Agreement is not “work made for hire,” Employee hereby transfers all copyright in such subject matter to Company.
The provisions of Sections 1, 2 and 3 shall indefinitely survive the expiration and/or termination of this Agreement.
4. Employee Representations
Employee makes the following representations, each of which is a material consideration to Company’s willingness to hire or continue to employ Employee:
(a) Employee acknowledges and agrees that the restrictive covenants contained in this Agreement are necessary for the protection of Company’s legitimate business interests and that they will not prevent Employee from earning a livelihood.
(b) Employee represents that he/she is not prohibited from entering into this Agreement with Company, or restricted in performing services for Company, as a result of any other contract, agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant with any other employer.
(c) Employee acknowledges that a determination by Company that Employee has violated any covenants or requirements contained in this Agreement may result in the termination of Employee’s employment without notice.
(d) Employee understands and acknowledges the Company sometimes enters into non-disclosure agreements with its customers, clients, suppliers, and/or development partners which require Company and its individual employees to preserve the confidentiality of information belonging to the customer, client, supplier, and/or development partner. Employee agrees to honor all such agreements and to safeguard and protect such confidential information to the full extent required by Company’s agreements.
5. Injunctive and Other Relief
Employee acknowledges that his/her breach of this Agreement would result in irreparable harm to Company, and that an award of damages, by itself, would not be an adequate remedy. Consequently, Employee agrees that Company will be entitled to specific performance and both preliminary and permanent injunctive relief, without posting bond, in the event of such breach or threatened breach. Employee’s breach of this Agreement will also entitle Company to recover money damages and, where permitted by law, reasonable attorney fees in the event it prevails in a civil action for the misappropriation of Confidential Information.
Should any one or more of the provisions of this Agreement be deemed to be unenforceable for any reason whatsoever, all other provisions hereof shall be given an effect separate from any such enforceable provisions and shall not be affected thereby.
Employee agrees that he/she shall not at any time defame Company, its officers, directors, owners, agents, and representatives, or to make any statements or disclosures injurious to the business of Company.
8. At-Will Employment
Employee acknowledges and agrees that this Agreement in no way alters the at-will nature of Employee’s employment with Company and does not ensure or guarantee employment with the Company for any term or duration.
9. Waiver of Breach
The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party. No waiver of any covenant, condition, or limitation contained in this Agreement shall be valid unless in writing, duly executed by the party to be charged therewith. No evidence of any waiver or notification shall be offered or received in evidence at any proceeding or litigation between the parties arising under this Agreement, unless such waiver or notification is in writing and duly executed as aforesaid.
10. Governing Law
This Agreement shall be governed by the laws of the State of Ohio. Employee agrees that in the event any legal action is commenced over the enforcement or terms of the Agreement, the action shall be litigated in the courts of Stark County, Ohio, and any judgment thereunder shall be binding on Employee regardless of his/her whereabouts or domicile.
11. Entire Agreement
This Agreement contains the entire agreement of the parties and supersedes any prior written or oral agreements or understandings of the parties with respect to the subject matter contained in this Agreement. This Agreement may be amended or modified only by an agreement in writing signed by the parties hereto.
12. No Third Party Beneficiary
Nothing expressed or referred to in this Agreement will be construed to give any person, firm, or entity, other than the parties to this Agreement, any legal or equitable right, remedy, or claim under or with respect to this Agreement or provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.
Company may assign its rights and interests in this Agreement without Employee’s consent and the restrictions provided in this Agreement shall remain in effect and binding in favor of such assignee as if the assignee were the original party to this Agreement; provided, however, that such assignee agrees to be bound by the provisions of this Agreement.
For good and valuable consideration, to induce Company to share Confidential Information with Employee, and to induce Company to employ or continue to employ Employee, the parties acknowledge and agree to the provisions of this Agreement.