Customer reply replied 1 year ago
Hi Debra I have a section of my employment agreement that I do not understandIt is about 2 pages long regarding the confidential information and company invention protectionsConfidential Information. During the Employment Period, Employee may
only use Confidential Information (as defined below) in connection with the performance of his
duties, and in furtherance of the Company’s business interests. Other than such use, Employee
shall not disclose or use at any time either during, or subsequent to, his employment with the
Company or its successors and assigns, any Confidential Information. At any time upon request
of the Company and also upon termination of employment of Employee for any reason,
Employee shall promptly disclose the Confidential Information to the Company, deliver to the
Company all of the property of the Company and its Affiliates, including the Confidential
Information, computers and equipment of the Company or any of its Affiliates and all other
materials relating to the Company’s or any of its Affiliates’ businesses, products or services
(whether electronically stored or otherwise), that are in the possession of, or under the control,
directly or indirectly, of Employee and, at the Company’s expense, perform all actions
reasonably requested by the Company (whether during or after the Employment Period) to
establish and confirm the ownership of all such Confidential Information and property by the
Company or its Affiliates (including assignments, consents, powers of attorney and other
instruments). The foregoing confidentiality obligations shall not apply to Confidential
Information that Employee is required to disclose by law or by a court or other tribunal of
competent jurisdiction; provided, however, that, in such case, (a) Employee shall immediately
give as much advance notice as feasible to the Company to enable the Company to exercise its
legal rights to prevent or limit such disclosure, and (b) Employee shall disclose only that portion
of the Confidential Information that is legally required to be disclosed and will exercise
reasonable efforts to ensure that any such information so disclosed will be accorded confidential
treatment.
For purposes of this Agreement, “Confidential Information” shall mean all
proprietary and confidential information of the Company and its Affiliates, or any respective
predecessor, successor or assignor thereof including: (1) all patents, patent applications, Marks
(as defined below), copyrights, promotional materials, images, trade secrets, domain names,
technology, inventions, know-how, processes, confidential and proprietary information used in
the business, products or services of the Company or its Affiliates, or other intellectual property
rights belonging or licensed to the Company or its Affiliates (including, in all cases, any being
developed), whether or not subject to statutory registration and patent filings on all such
intellectual property; (2) all proprietary computer programs or software, including all source
code and object code, and all databases (including, in all cases, any being developed), including
all programs, software and databases that are incorporated into any of the products of or services
provided by the Company or any of its Affiliates, and all information and documentation related
to any of the foregoing; (3) financial information, including earnings, revenues, assets, debts,
loans, sales, profits, losses or other financial data; (4) any material or matter of any sort prepared
for or used in connection with the advertising, marketing or promotion of the business of, or the
products or services provided by, the Company or any of its Affiliates, whether prepared,
published, marketed, promoted or advertised in whole or in part by Employee, including details
about ongoing or proposed advertising, marketing or promotional programs or agreements or
results of advertising, marketing or promotional efforts; (5) customer and vendor information,
such as compilation of past, existing or prospective customers or vendors, customers’ names,
vendors’ names, addresses, contact information, mailing lists or business dealings of or with the
Company or any of its Affiliates; (6) other confidential or trade secret information of the
Company and its Affiliates, including proprietary operations methods, other proprietary business
information, information about business plans, markets, acquisition or expansion plans, (7) all
other data, databases, files, books and records of the Company and its Affiliates, and (8) all other
information of a similar or derivative nature to any of the foregoing; and, for purposes of this
Agreement, “Marks” means trademarks, service marks and trademark and service mark
registrations and applications, trade names, logos and trade dress.
9. Inventions. Employee hereby assigns (and agrees to assign, as may be
necessary or convenient in the sole determination of the Company) all of his right, title and
interest in and to all Company Inventions (as defined below), and acknowledges that all
Company Inventions are the sole and exclusive property of the Company or the applicable
Affiliate of the Company, whether or not subject to patent, copyright, trademark or trade secret
protection. Employee also acknowledges that all original works of authorship that are made by
Employee (solely or jointly with others), within the scope of Employee’s employment with the
Company, and that are protectable by copyright, are “works made in the course of employment”,
as that term is defined under applicable law, for the Company. To the extent that any such
works, under applicable law, cannot be “works made in the course of employment”, Employee
hereby assigns (and agrees to assign, as may be necessary or convenient in the sole determination
of the Company) to the Company all right, title and interest in and to all such works and to any
related copyrights. Upon the termination of Employee’s employment for any reason, Employee
shall promptly disclose the Company Inventions to the Company, deliver the Company
Inventions to the Company and, at the Company’s expense, perform all actions reasonably
requested by the Company (whether during or after the Employment Period) to establish and
confirm such ownership (including assignments, consents, powers of attorney and other
instruments).
For purposes of this Agreement, “Company Inventions” shall mean all ideas, processes,
Marks, inventions, discoveries, innovations, improvements, developments, methods, analyses,
reports and all similar or related information (whether or not patentable) that are Confidential
Information or that relate to the Company’s or any of its Affiliates’ actual or anticipated
business, research and development or existing or future products or services that Employee
learned or learns of, conceived or conceives of, developed or develops, or created or creates,
solely or jointly with others, during his term of employment with the Company that directly or
indirectly arise from or relate to (A) the business, products or services of the Company or any of
its Affiliates, or any respective predecessor, successor or assign thereof, (B) work performed for
the Company or any of its Affiliates by Employee or any other employee, agent or contractor of
the Company or any of its Affiliates, or any respective predecessor, successor or assign thereof,
(C) the use of the time or resources of the Company or any of its Affiliates, or any respective
predecessor, successor or assign thereof, or (D) access to the Confidential Information, or any
respective predecessor, successor or assign thereof.Employee also acknowledges that all original works of authorship that are made by
Employee (solely or jointly with others), within the scope of Employee’s employment with the
Company, and that are protectable by copyright, are “works made in the course of employment”,
as that term is defined under applicable law, for the Company. To the extent that any such
works, under applicable law, cannot be “works made in the course of employment”, Employee
hereby assigns (and agrees to assign, as may be necessary or convenient in the sole determination
of the Company) to the Company all right, title and interest in and to all such works and to any
related copyrights.Specifically this part - if I develop something outside of working hours on my personal laptop that is outside the scope of my role - would this be my IP or the companies?Also - if I bring a process into this company and run it with the company's documents/ data - will they now have rights to that process?