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The undersigned employee, so long as he/she is in the employ of ____________________________, a ____________________ corporation (“the Company”) hereby agrees that he/she shall, as soon as he/she has conceived, devised or invented, in whole or in part, and either solely or jointly, with any other person or persons, any process, machine, manufacture or composition of matter relating to the business of the Company, or any improvement thereof, submit to the Intellectual Property Department of the Company, or to such other person as the Company may direct, a full disclosure of such conception or invention. This disclosure shall include a sketch of the invention, where possible of illustration, together with a description thereof, and shall bear the signature of the inventor, and the date upon which he/she signed the sketch or description. The sketch or description shall be witnessed by at least two Company employees who shall also sign and date the same and to whom the invention must have been fully disclosed. In consideration of the agreement of the Company to employ or continue to employ the undersigned, it being understood that such employment may be terminated at the will of the Company, the undersigned hereby agrees to assign, and for no further consideration does assign, to the Company, its successors and assigns, his/her entire right, title, and interest in and to all inventions that relate to Company business and all applications for Letters Patent thereon that may be filed. The undersigned acknowledges that the assignment of his/her entire right, title and interest in and to any and all such inventions to the Company is deemed effective upon conception of such invention. The undersigned further expressly agrees that any application for Letters Patent made by the undersigned within one year after the termination of his/her period of employment with the Company, covering or relating to any matters of Company business, shall be deemed to cover inventions conceived during the term of his/her employment within the Company, and shall be subject to this Agreement. The undersigned shall, without further consideration and upon request by the Company, assist and cooperate with the Company by executing any and all documents, and by performing any and all lawful acts, necessary to document the assignment to the Company of the undersigned’s right, title and interest in and to any and all such inventions. The undersigned also agrees that, whenever the Company shall request it, he/she shall, without further consideration, apply for Letters Patent for any or all of such inventions in all countries desired by the Company, but at the expense of the Company, and will sign any and all papers, take all lawful oaths and do all lawful acts required in or concerning such applications, and/or divisions, continuations or renewals thereof and any application for the reissuance of patents granted thereon or on such divisions, continuations or renewals of such applications and will at the expense of the Company assist in all proper ways, as by giving testimony in the conduct of any interference proceeding or litigation in which the priority or originality of inventions respecting any of said inventions or the validity or the scope of patents granted thereon shall be involved or concerned. TRADE SECRETS, CONFIDENTIAL INFORMATION, AND COPYRIGHTS The undersigned also agrees that he/she shall not, during or at any time after the period of his/her employment by the Company, use for himself/herself or others, or divulge to others, any secret or confidential information, knowledge, or data of the Company, obtained as a result of his/her employment, unless authorized by the Company in writing. The undersigned further agrees that all memoranda, notes, records, drawings, or other documents made or compiled by him/her, or made available to him/her, while employed by the Company concerning any process, apparatus, or product manufactured, used, developed, investigated, or considered by the Company, or concerning any other Company activity, shall be the Company’s property and shall be delivered to the Company on the termination of his/her employment or at any other time upon request. In the performance of his/her duties as an employee of the Company, the undersigned may develop or assist in the development of computer programs or other works of authorship as defined in the Copyright Act of 1976, 17 U.S.C. Section 102 (hereinafter referred to as “WORK”). Any original work of authorship fixed in any tangible medium of expression which the undersigned creates as a Company employee shall be considered a work made for hire pursuant to the copyright laws of the United States. Upon completion of any WORK, and upon payment of any sums due to the undersigned, the Company shall have the sole and exclusive right, title and interest (including trade secret and copyright interests) in such WORK. The undersigned hereby agrees to assign, and for no further consideration does assign, to the Company all of his/her worldwide right, title and interest in and to such WORK, including trade secret and copyright interests. The undersigned agrees to assist the Company and its nominee, at any time, in the protection of the Company’s worldwide right, title and interest in and to the WORK and all rights of copyright therein, including, but not limited to, the execution of all formal assignment documents requested and prepared by the Company or its nominee and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries. This Agreement may not be considered as modified in any respect by any verbal statement made by any employee of the Company with the undersigned or by any written document by an employee of the Company, other than an officer thereof. The undersigned further declares that he/she does not now own or claim any patents, patent rights, inventions, copyrights, or trade secrets relating to business of the Company other than the following, which have not been assigned to the Company: Executed at, (City) (State) (Country) on this ___________ day of___________, 200___. Signature of Employee Employee # Name Typed or Printed (to be completed by person observing above signature) (Name of Company) By: Print Name: This sample agreement is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice.

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