1. Access. The parties acknowledge that Employee will have access to and Employee will develop certain of the Company's proprietary technology and confidential information (collectively referred to as "Confidential Information"), whether currently existing or to be developed in the future.
2. Confidential Information
(a) Both during his or her employment with the Company and after the employment relationship with the Company has ended for any reason, Employee shall not use, disclose or otherwise provide the Company's Confidential Information to anyone else, except with the Company's prior written permission or, during Employee's employment with the Company, in furtherance of Employee's services for the Company.
(b) The Confidential Information includes information entrusted or made available to Employee, whether in writing, in computer form or conveyed orally or otherwise, that is not generally known by others in the form in which such information is used by the Company and that gives the Company a competitive advantage over other companies who do not have access to this information.
(c) Confidential Information does not include information which Employee can demonstrate by written record or otherwise to the Company's satisfaction that (i) Employee knew prior to his or her employment with the Company or (ii) subsequently comes into his or her possession other than through Employee's work at the Company and not as a result of a breach of any duty owed to the Company or (iii) is generally known in the industry.
3. Assignment of Intellectual Property. Employee agrees to assign, and does hereby assign, transfer and convey all right, title and interest in and to all confidential information, patents, patent applications (U.S. and foreign), know-how, trade secrets, inventions, subject matter contained in patent applications, methods, processes, techniques, devices, apparatuses, systems, techniques, copyrights, ideas, and concepts, whether or not copyrightable or patentable, in any form or media, including but not limited to any computer software programs, which Employee may conceive, create, develop or contribute to during the term of his or her employment relating to the business of the Company or developed with the resources (including, for example, time) of the Company, along with all causes of action, known or unknown, which have accrued or will accrue, from the conception or creation of any or all of the foregoing, and agrees to take all reasonable actions requested by the Company, and to execute all paperwork and sign all forms necessary to effectuate and confirm this assignment. If Employee is unable or unavailable to execute necessary documentation contemplated by this Section, he or she hereby irrevocably appoints the Company as Employee's attorney-in-fact to execute such documents. This assignment shall not extend to any intellectual property created on Employee's own time using no resources of the Company and which do not relate to the business, actual or reasonably contemplated, of the Company.
4. Remedies
(a) Employee recognizes that breach of this Agreement may severely and irreparably injure the Company. Therefore, Employee agrees that the Company may, in addition to all other remedies to which it is entitled, obtain expedited relief, including a temporary restraining order and/or preliminary injunction, from any court having personal jurisdiction over Employee. To ensure uniformity of interpretation and obligations by employees working for Company throughout the world, such court shall apply the laws of the State of New York, the State of the Company's principal place of business, without reference to its choice of law provisions, to any claims arising under this Agreement.
(b) The parties agree that this Agreement is reasonable to protect the Confidential Information and the Company's business relationships, and in particular that its duration and geographic scope are reasonable under all the circumstances. Shall a court determine that at the time this agreement is presented for enforcement any provisions are overly broad or unenforceable, the parties agree that the Court shall reform the agreement to the extent needed to make it enforceable and shall enforce the other terms as written.
Agreeing to be bound, the parties have signed this Agreement effective as of the date set forth above.
I HAVE TO SIGN THIS CONTRACT BEFORE I CONTINUE WORKING..WHAT DOES THIS MEAN?PLEASE HELP ME INTERPRETE IN LAYMAN'S TERM
2. Confidential Information
(a) Both during his or her employment with the Company and after the employment relationship with the Company has ended for any reason, Employee shall not use, disclose or otherwise provide the Company's Confidential Information to anyone else, except with the Company's prior written permission or, during Employee's employment with the Company, in furtherance of Employee's services for the Company.
(b) The Confidential Information includes information entrusted or made available to Employee, whether in writing, in computer form or conveyed orally or otherwise, that is not generally known by others in the form in which such information is used by the Company and that gives the Company a competitive advantage over other companies who do not have access to this information.
(c) Confidential Information does not include information which Employee can demonstrate by written record or otherwise to the Company's satisfaction that (i) Employee knew prior to his or her employment with the Company or (ii) subsequently comes into his or her possession other than through Employee's work at the Company and not as a result of a breach of any duty owed to the Company or (iii) is generally known in the industry.
3. Assignment of Intellectual Property. Employee agrees to assign, and does hereby assign, transfer and convey all right, title and interest in and to all confidential information, patents, patent applications (U.S. and foreign), know-how, trade secrets, inventions, subject matter contained in patent applications, methods, processes, techniques, devices, apparatuses, systems, techniques, copyrights, ideas, and concepts, whether or not copyrightable or patentable, in any form or media, including but not limited to any computer software programs, which Employee may conceive, create, develop or contribute to during the term of his or her employment relating to the business of the Company or developed with the resources (including, for example, time) of the Company, along with all causes of action, known or unknown, which have accrued or will accrue, from the conception or creation of any or all of the foregoing, and agrees to take all reasonable actions requested by the Company, and to execute all paperwork and sign all forms necessary to effectuate and confirm this assignment. If Employee is unable or unavailable to execute necessary documentation contemplated by this Section, he or she hereby irrevocably appoints the Company as Employee's attorney-in-fact to execute such documents. This assignment shall not extend to any intellectual property created on Employee's own time using no resources of the Company and which do not relate to the business, actual or reasonably contemplated, of the Company.
4. Remedies
(a) Employee recognizes that breach of this Agreement may severely and irreparably injure the Company. Therefore, Employee agrees that the Company may, in addition to all other remedies to which it is entitled, obtain expedited relief, including a temporary restraining order and/or preliminary injunction, from any court having personal jurisdiction over Employee. To ensure uniformity of interpretation and obligations by employees working for Company throughout the world, such court shall apply the laws of the State of New York, the State of the Company's principal place of business, without reference to its choice of law provisions, to any claims arising under this Agreement.
(b) The parties agree that this Agreement is reasonable to protect the Confidential Information and the Company's business relationships, and in particular that its duration and geographic scope are reasonable under all the circumstances. Shall a court determine that at the time this agreement is presented for enforcement any provisions are overly broad or unenforceable, the parties agree that the Court shall reform the agreement to the extent needed to make it enforceable and shall enforce the other terms as written.
Agreeing to be bound, the parties have signed this Agreement effective as of the date set forth above.
I HAVE TO SIGN THIS CONTRACT BEFORE I CONTINUE WORKING..WHAT DOES THIS MEAN?PLEASE HELP ME INTERPRETE IN LAYMAN'S TERM
