Nondisclosure of Information and Assignments Agreement

As a condition to my employment with [Company Name] having a place of business at [address] (hereinafter referred to as "the Company")

I_________________________________ agree that:

1. All inventions, ideas, and discoveries, whether or not patentable, conceived, or made by me (a) while in the employ of the Company or following termination of my employment, which relate to or constitute improvements on the Company's existing or contemplated products, components, ingredients, intermediates, formulae or data, or apparatuses, processes, techniques, or procedures employed in the production of same, or any improvements thereof, (b) during working hours, or (c) while utilizing facilities, materials, labor, or information of the Company, shall become the exclusive property of the Company.
   
2. I will disclose promptly all such inventions, ideas, and discoveries to the Company, and on request of and at the expense of the Company will do all acts, sign all papers, make all rightful oaths, and give evidence and testimony necessary or desirable to perfect and maintain any patent assets and other rights on any or all such inventions, ideas, or discoveries.
3. I will assign, without further compensation to me but at the expense of the Company, my entire right, title, and interest in and to any and all such inventions, ideas, and discoveries to the Company.
4. I will hold in secret, and not divulge to any non-Company personnel without first obtaining the express written authorization of the Company, private and proprietary information trade secrets, and know-how of both the Company and all customer proprietary information disclosed to the Company, which I may learn or comes into my possession through or in the course of my employment with the Company.
5. Nothing herein will prevent me, after my employment terminates, from using skills and knowledge of general nature gained while I am employed by the Company.

"Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing:

(1) Immunity—An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2) Use of Trade Secret Information in Anti-Retaliation Lawsuit—An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order."

Signed at_________________ this ________ day of _______________, 20____.

Employee: _________________________     Witness: _________________________ 

Accepted by:

_________________________________________________
Company representative and Company name