Confidentiality & Invention Assignment Agreement (CIIAA)

“Covered Inventions” means all inventions, software, works of authorship, discoveries, improvements, designs, data models, and other intellectual property that Employee makes, conceives, develops, or reduces to practice, alone or with others, during employment, together with all related intellectual property rights, including the right to apply for and claim priority to patents, copyrights, and other registrations and the right to pursue remedies for infringement. Covered Inventions do not include the Prior Inventions or the Excluded Inventions described below.

“Confidential Information” means non-public information that Employee learns, accesses, or develops during employment, including business strategies, customer and prospect data, trade secrets, source code, algorithms, security credentials, technical and product information, financial information, personnel information. Confidential Information does not include information that (a) was publicly known when Employee learned it, (b) becomes publicly known through no fault of Employee, (c) was lawfully known to Employee before employment without confidentiality restriction, (d) Employee rightfully receives from a third party without confidentiality restriction, or (e) Employee independently develops outside the scope of employment without using Confidential Information or Company equipment, supplies, facilities, or other resources.

Employee hereby assigns, and agrees to assign, to Company all right, title, and interest in the Covered Inventions, to the extent permitted by law. This assignment covers all inventions Employee makes during employment, except for the inventions carved out under Prior and Excluded Inventions below. To the extent any moral rights or similar artist's rights in the Covered Inventions cannot be assigned, Employee waives and agrees not to enforce those rights against Company or its licensees and customers, to the extent permitted by law.

To the extent legally permitted, copyrightable works prepared within the scope of employment are works made for hire for Company. If any rights do not automatically vest in Company, Employee hereby assigns those rights and will sign additional documents reasonably requested to confirm ownership and record assignments.

Employee will promptly disclose Covered Inventions and maintain reasonably complete records of their conception, authorship, development, and transfer, consistent with Company's written policies communicated to Employee and Employee's confidentiality obligations.

The assignment above does not apply to, and Covered Inventions do not include, any invention that Employee develops entirely on Employee's own time without using Company equipment, supplies, facilities, or trade secret information, and that neither (a) relates to Company business or to Company's actual or demonstrably anticipated research or development, nor (b) results from work performed by Employee for Company. This carve-out applies as a matter of contract whether or not a specific state invention-assignment statute applies. The Prior Inventions and Excluded Inventions identified in Cover Terms are also carved out and remain Employee's property. Employee represents that the Prior Inventions disclosure in Cover Terms is complete to Employee's knowledge as of the Effective Date.

If Employee incorporates, or allows the incorporation of, any Prior Invention, Excluded Invention, or other invention Employee owns into a Company product, process, or service, Employee grants Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to make, use, modify, reproduce, distribute, and otherwise exploit that invention as part of, or in connection with, that Company product, process, or service.

Several states limit the inventions an employee can be required to assign. For example, California Labor Code Sections 2870 to 2872 provide that an agreement requiring assignment of inventions does not apply to an invention the employee developed entirely on their own time without using the employer's equipment, supplies, facilities, or trade secret information, except for inventions that either (a) relate at the time of conception or reduction to practice to the employer's business or actual or demonstrably anticipated research or development, or (b) result from work the employee performed for the employer. Section 2872 requires the employer to give the employee this written notification, and this clause provides it. Comparable statutes apply in other states, including Delaware (Del. Code tit. 19, Section 805), Illinois (765 ILCS 1060/1 to 1060/3), Kansas (Kan. Stat. Section 44-130), Minnesota (Minn. Stat. Section 181.78), North Carolina (N.C. Gen. Stat. Sections 66-57.1 to 66-57.2), and Washington (Wash. Rev. Code Section 49.44.140), among others. Nothing in this agreement requires Employee to assign an invention that the law of Employee's state excludes from assignment, and the assignment in this agreement is limited accordingly.

Employee will use and protect Confidential Information solely for authorized Company purposes, will not misuse or disclose Confidential Information except as permitted by this agreement, Company's written policies communicated to Employee, or law, and will follow the Confidential Information definition in this agreement.

Employee will use artificial intelligence or generative tools in connection with Company work or Confidential Information only in accordance with Company's then-current AI-use policies, or as Company otherwise authorizes in writing.

Nothing in this agreement restricts Employee from reporting possible violations of law to a government agency or attorney, making disclosures protected by whistleblower laws, or discussing wages, hours, or working conditions as protected by law. Employee does not need Company's prior approval to make those disclosures or to notify Company that they were made. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), Employee will not be held criminally or civilly liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. Employee may also disclose a trade secret to Employee's attorney and use it in a retaliation lawsuit if any filing containing the trade secret is made under seal and the trade secret is not otherwise disclosed except by court order.

Employee represents that performing duties for Company does not knowingly conflict with binding obligations to another person or entity. Employee will not bring third-party Confidential Information into Company systems or use it in Company work without written authorization.

While performing services for Company, Employee will not, without Company's written consent, engage in any business or activity that competes with Company or that materially conflicts with Employee's duties to Company. This section does not restrict (a) passive investments, (b) lawful conduct during off-duty hours away from Company premises (including conduct protected under laws such as California Labor Code Section 96(k)), (c) protected or concerted activity under applicable law, or (d) good-faith preparation to take a future job or start a business, so long as Employee does not misuse Company time, resources, or Confidential Information. This section applies only while Employee is employed by Company; it does not restrict Employee after employment ends.

During employment and for twelve (12) months after employment ends, Employee will not actively recruit any employee, consultant, or independent contractor of Company to leave or end their relationship with Company. This section does not restrict (a) protected or concerted activity under applicable labor law, (b) giving a personal reference, (c) responding to someone who approaches Employee first without being recruited, or (d) general advertising or hiring that is not targeted at Company personnel. This section applies only to the extent permitted by applicable law and does not apply where the law restricts or voids non-solicitation of personnel.

Employee will provide the post-termination assistance listed in Cover Terms, including reasonable cooperation with filings, declarations, and assignments needed to confirm or protect Company rights in Covered Inventions. Company will request that assistance only at reasonable times and on reasonable notice and will reimburse Employee's reasonable out-of-pocket expenses.

If Company is unable, after reasonable effort, to obtain Employee's signature on any document needed to apply for, secure, or confirm Company's rights in a Covered Invention, Employee appoints Company and its authorized officers as Employee's agent and attorney-in-fact to sign, verify, and file that document on Employee's behalf. This appointment is coupled with an interest and is not affected by any later incapacity of Employee.

Employee will return, and where permitted delete, Company materials within the timing listed in Cover Terms, including devices, documents, credentials, and confidential files, except for records Employee is required to retain by law.

Employee acknowledges that a breach of the assignment or confidentiality obligations in this agreement may cause Company harm that money alone cannot fully repair. Company may therefore seek injunctive or other equitable relief for a threatened or actual breach, in addition to any other remedy available at law, subject to applicable law.

Company may inform any future employer or other party with whom Employee enters a business relationship of Employee's obligations under this agreement, and Employee will inform such a party of these obligations when relevant. Any such notice will be limited to what is reasonably necessary.

This agreement does not create a contract of employment for any fixed period and does not change the at-will nature of Employee's employment. Either Employee or Company may end the employment at any time, with or without cause or notice, subject to applicable law.

Sections addressing assignment, confidentiality, return of materials, and assistance survive termination to the extent needed to enforce rights that arose during employment. Confidentiality obligations relating to trade secrets survive for so long as the information remains a trade secret under applicable law. This agreement does not transfer ownership of inventions that applicable law requires to remain with Employee.

If any provision of this agreement is unenforceable, the rest of the agreement remains effective to the fullest extent permitted by law.

Employee may not assign this agreement. Company may assign it to an affiliate, successor, or acquirer of all or substantially all of Company's business or assets. This agreement binds and benefits the parties and their permitted successors and assigns.

This agreement is governed by the law listed in Cover Terms, and disputes will be resolved in the venue listed in Cover Terms, subject to non-waivable rights under applicable law.

By signing this agreement, Employee acknowledges that Employee has had the opportunity to read this agreement and to seek independent legal advice before signing, and has either done so or chosen not to. Because both parties have had that opportunity, this agreement will not be construed for or against either party as the drafter.