Inventions and Confidentiality Policy

Objective

This policy summarizes [Company Name] employees' responsibilities as they relate to confidentiality and inventions. The objective of this policy is to further the interests of [Company Name] and to permit [Company Name] to comply with its obligations, including obligations to its licensors and actual and prospective customers and others with whom [Company Name] may have similar obligations regarding confidentiality and inventions.

Ownership of Employee Inventions

By accepting employment, an employee agrees that [Company Name] will own any and all inventions that, in its opinion, are made on company time or with company assets, that relate to [Company Name]'s business, or that are required to meet its obligations, and that the employee will assist [Company Name] in perfecting and protecting its title to these inventions.

Protection of Confidential Company Information

During the course of their employment at [Company Name], employees may have access to [Company Name]'s confidential, secret and proprietary information. Employees should maintain such information in confidence and use such information only in the interest of [Company Name].

The employee may use or disclose information learned or acquired through his or her association with [Company Name] only for the performance of his or her job or as otherwise permitted by law. Particular care must be taken to keep confidential any information that is:

• Of possible value to competitors.
• Potentially damaging to customers and their competitors.
• Information received under an express or implied secrecy obligation.
• Information received from third parties outside [Company Name].

Confidential company information is just for [Company Name]'s use and is not intended for distribution outside the company. Distribution of such information requires both a need to know and a right to know the information requested.

Information acquired by an employee in the course of his or her employment with [Company Name] must not be used for the employee's individual benefit. Access to [Company Name]'s confidential information does not carry with it personal benefit or advantage to [Company Name] employees but imposes an obligation on every employee to keep such information confidential and to use it solely in the interest of [Company Name].

When in doubt, the employee should treat information acquired in the course of employment at [Company Name] in the strictest confidence and consult the legal group or the vice president of human resources for clarification.

In furtherance of the objectives of this policy, all [Company Name] employees will be required to sign a confidentiality and inventions agreement in a form prescribed by [Company Name].