Employer-Friendly Confidentiality and Invention Assignment Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set forth below, unless the context otherwise requires.

"Affiliate" means, with respect to the Employer, any entity that directly or indirectly controls, is controlled by, or is under common control with the Employer, where "control" means the ownership of more than [percentage]% of the voting interests of an entity or the power to direct its management and policies.

"Confidential Information" means all non-public information, in any form or medium, whether written, oral, electronic or visual, disclosed to, accessed by or developed by the Employee in connection with the employment, that relates to the Employer, its Affiliates, or their respective businesses, including without limitation trade secrets, Inventions, Work Product, source code, algorithms, designs, formulas, processes, technical data, research and development, product plans, pricing, costs, financial information, business and marketing strategies, customer, supplier and vendor lists and terms, personnel information, and any information that the Employer designates as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, subject to the exclusions in this Agreement.

"Trade Secret" means any Confidential Information that derives independent economic value, actual or potential, from not being generally known to, or readily ascertainable by, persons who could obtain value from its disclosure or use, and that is the subject of reasonable efforts to maintain its secrecy, together with any information qualifying as a trade secret under the applicable law governing this Agreement.

"Invention" means any idea, discovery, improvement, design, process, method, formula, technique, software, algorithm, data compilation, mask work, product, development, work of authorship, or other creation, whether or not patentable, copyrightable or otherwise protectable, and whether or not reduced to practice.

"Work Product" means all work, materials, deliverables, documents, code, reports, designs and other tangible or intangible results produced, prepared or contributed to by the Employee, alone or with others, within the scope of the employment or in connection with the Employer's business.

"Intellectual Property Rights" means all patents, copyrights, mask work rights, trade secret rights, trademarks, trade names, design rights, database rights, rights in know-how, and all other intellectual or industrial property rights anywhere in the world, whether registered or unregistered, including all applications, renewals, extensions, continuations, divisions and reissues thereof and all rights to claim priority therefrom.

"Assigned Inventions" means all Inventions and Work Product that the Employee conceives, develops, reduces to practice, or authors, alone or jointly with others, during the period of employment with the Employer, and that (i) relate at the time of conception or reduction to practice to the actual or demonstrably anticipated business, research or development of the Employer or its Affiliates, or (ii) are made, in whole or in part, using the Employer's equipment, supplies, facilities, personnel, funds, Confidential Information or other resources, or (iii) result from any work performed by the Employee for the Employer.

"Prior Inventions" means all Inventions that the Employee owns or has rights in, that were conceived, developed or reduced to practice by the Employee before the commencement of employment with the Employer, and that are listed by the Employee in accordance with this Agreement.

"Employment Period" means the period commencing on the date the Employee first commences employment with the Employer, including any period of service preceding the Effective Date, and ending on the date on which the employment terminates for any reason.

"Company Materials" means all documents, records, data, files, notes, devices, equipment, credentials, access cards, software, and other tangible or electronic property of the Employer or its Affiliates, and all copies, extracts or summaries thereof, including any containing or reflecting Confidential Information.

The headings in this Agreement are for convenience only and shall not affect its interpretation. The words "include" and "including" shall be deemed to be followed by "without limitation," references to Sections are to sections of this Agreement, and the singular includes the plural and vice versa.

The Employee acknowledges that the employment with the Employer is [of indefinite duration / for a term of [Term] / otherwise as set forth in the Employee's separate employment documentation], and that nothing in this Agreement constitutes a guarantee of employment for any particular duration or alters the terms upon which the employment may be terminated by either Party.

The Employee acknowledges and agrees that this Agreement is entered into in consideration of, and as a condition of, the Employee's employment or continued employment with the Employer, the compensation and benefits provided to the Employee, the Employer's grant of access to Confidential Information, and, where applicable, the additional consideration of [description of additional consideration, if any], and that such consideration is adequate and sufficient to support the Employee's obligations hereunder.

The Employee acknowledges that, in the course of employment, the Employer will provide the Employee with Confidential Information and with specialized knowledge, training and relationships with customers and business partners, all of which constitute valuable assets of the Employer in which the Employer has a legitimate protectable interest.

The Employee shall perform the duties assigned from time to time by the Employer, including those described as [Description of Duties], and acknowledges that the Employee has been engaged to create, develop and innovate for the benefit of the Employer within the scope of the Employee's position.

If the Employee's position, title, duties, compensation or location changes during the Employment Period, this Agreement shall continue in full force and effect and shall apply to the Employee in such new capacity, unless the Parties expressly agree otherwise in a signed writing.

This Agreement shall apply to all Confidential Information received and all Assigned Inventions made from the first day of the Employment Period, including any such activity occurring prior to the Effective Date, and the Employee confirms that any such prior activity shall be governed by the terms hereof.

The Employee shall hold all Confidential Information in strict confidence and in a fiduciary capacity for the sole benefit of the Employer, and shall not, during the Employment Period or at any time thereafter, directly or indirectly disclose, publish, communicate or make available any Confidential Information to any person or entity, except as expressly authorized in this Agreement or in writing by an authorized officer of the Employer.

The Employee shall not use any Confidential Information for any purpose other than the proper performance of the Employee's duties for the Employer, and in particular shall not use Confidential Information for the Employee's own benefit or for the benefit of any third party, including any subsequent employer or competitor of the Employer.

The Employee shall exercise at least the same degree of care to protect Confidential Information as the Employee would use to protect the Employee's own most sensitive information, and in no event less than a reasonable standard of care, and shall comply with all security policies, procedures and protocols of the Employer as in effect from time to time.

The Employee shall not copy, reproduce, download, photograph, transfer or remove any Confidential Information from the Employer's premises, systems or networks, including to any personal device, personal email account, cloud storage service or other external medium, except as required for the performance of the Employee's duties and as permitted by the Employer's policies.

The Employee shall not reverse engineer, disassemble, decompile or otherwise attempt to derive the composition, structure or source of any software, prototype, product or other tangible item embodying Confidential Information, except as required by the Employee's duties.

The Employee shall promptly notify the Employer in writing upon becoming aware of any actual or suspected unauthorized access to, use of, or disclosure of Confidential Information, and shall cooperate fully with the Employer, at the Employer's expense, in taking steps to prevent, remedy or mitigate any such occurrence.

The Employee shall not disclose to any third party the terms of any confidential commercial arrangement of the Employer to which the Employee has had access, nor shall the Employee solicit the use of Confidential Information by any person who is not authorized by the Employer to receive it.

The obligations of the Employee under this Agreement shall not apply to any information that the Employee can demonstrate by written records: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement or any other duty of confidentiality by the Employee or any other person; (ii) was lawfully known to the Employee, without restriction on use or disclosure, prior to the Employment Period, as evidenced by contemporaneous written records; or (iii) is lawfully received by the Employee from a third party who is under no obligation of confidentiality with respect thereto.

Confidential Information shall not be deemed to fall within the foregoing exclusions merely because individual elements of it are publicly available, or because it is embraced by more general information that is publicly available, or because a combination of features is public when the combination itself and its principle of operation are not.

The Employee may disclose Confidential Information to the extent required by a court of competent jurisdiction, governmental authority or applicable law, provided that, to the extent legally permitted, the Employee gives the Employer prompt prior written notice of such requirement, cooperates with the Employer's efforts to obtain a protective order or other confidential treatment, and discloses only that portion of the Confidential Information that the Employee is legally compelled to disclose.

Nothing in this Agreement prohibits or restricts the Employee from reporting possible violations of law to any governmental, regulatory or law enforcement agency, from making disclosures protected under applicable whistleblower laws, from communicating with such agencies or participating in any investigation or proceeding, or from discussing or disclosing information about unlawful acts in the workplace to the extent such rights cannot be waived under applicable law, in each case without notice to or approval from the Employer.

The Employee shall not be held liable under this Agreement for the disclosure of a Trade Secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a legal proceeding, to the extent such immunity is provided by applicable law.

Nothing in this Agreement shall limit the Employee's right to discuss the terms and conditions of employment, including wages, hours and working conditions, with co-workers or others, to the extent such right is protected by applicable law and cannot be waived by agreement.

The burden of proving that any information falls within an exclusion set forth in this Section shall rest upon the Employee.

The Employee acknowledges that the Employer may receive from third parties, including customers, suppliers, partners and licensors, confidential or proprietary information that is subject to duties of non-disclosure and restrictions on use ("Third-Party Information").

The Employee shall hold all Third-Party Information in the strictest confidence, shall not disclose it to any person or entity except as necessary in carrying out the Employee's duties for the Employer and consistent with the Employer's agreement with such third party, and shall not use it other than as necessary for such duties.

The Employee represents and warrants that the Employee will not improperly use or disclose to the Employer any confidential or proprietary information or trade secrets of any former employer or other person or entity to whom the Employee owes or has owed a duty of confidentiality, and that the Employee will not bring onto the Employer's premises or systems, or use in the course of employment, any unpublished document, material or property belonging to any such person or entity without that person's or entity's written consent.

The Employee represents that the Employee is not a party to, or bound by, any agreement, including any non-competition, non-solicitation, confidentiality or invention assignment agreement, or any order or judgment, that would conflict with the Employee's obligations to the Employer or restrict the Employee's ability to perform the duties of the position, except as disclosed in writing to the Employer prior to the Effective Date in the following: [Disclosed Restrictions, if any].

The Employee shall promptly inform the Employer if the Employee believes that the performance of any assigned duty may require the use of information or materials of a former employer or other third party in violation of any obligation owed to such party.

The Employee shall indemnify and hold harmless the Employer from and against any loss, liability, claim, damage or expense, including reasonable legal fees, arising out of the Employee's breach of the representations and covenants in this Section, to the extent permitted by applicable law.

The Employee shall promptly and fully disclose to the Employer in writing, and in no event later than [number] days after conception, development or reduction to practice, all Assigned Inventions, and shall also disclose all Inventions that the Employee conceives or develops during the Employment Period, whether or not the Employee believes them to be Assigned Inventions, so that the Employer may determine whether they fall within the scope of this Agreement. All such disclosures shall be held in confidence by the Employer to the extent they are not Assigned Inventions.

The Employee hereby irrevocably and unconditionally assigns, transfers and conveys, and agrees to assign, transfer and convey, to the Employer, without further consideration, the Employee's entire right, title and interest, throughout the world, in and to all Assigned Inventions and all Intellectual Property Rights therein, effective automatically upon creation, conception or reduction to practice, as applicable.

To the extent that any Assigned Invention or Intellectual Property Right cannot be assigned under applicable law, the Employee hereby grants to the Employer an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable (through multiple tiers) license to make, have made, use, sell, offer for sale, import, reproduce, modify, create derivative works of, distribute, display, perform and otherwise exploit such Assigned Invention or Intellectual Property Right, and, to the extent permitted, agrees not to assert such rights against the Employer, its Affiliates or their licensees or successors.

The Employer shall be the sole and exclusive owner of all Assigned Inventions and all Intellectual Property Rights therein, and shall have the right to use, modify, commercialize, license, assign, or otherwise dispose of them, in whole or in part, in its sole discretion and without any obligation to account to, or obtain the consent of, the Employee.

The Employee acknowledges that the compensation provided under the Employee's employment constitutes full and complete consideration for the assignment of Assigned Inventions, and that, except as may be required by applicable law or otherwise agreed in a signed writing by the Employer, no additional remuneration, royalty or compensation shall be payable to the Employee in respect thereof.

For a period of [number] months following the termination of the Employment Period, any Invention that is conceived, reduced to practice or disclosed in a patent application by the Employee and that is based on or derived from Confidential Information shall be presumed to be an Assigned Invention, unless the Employee demonstrates by clear written evidence that it was conceived and developed after the termination of the Employment Period without use of any Confidential Information.

The Employee acknowledges and agrees that all Work Product that constitutes a work of authorship, to the fullest extent permitted by applicable law, shall be treated as a work created in the course of employment, of which the Employer shall be deemed the author and first owner from the moment of creation.

To the extent that any Work Product does not vest in the Employer under the preceding clause by operation of law, the Employee hereby irrevocably assigns to the Employer all right, title and interest in and to such Work Product, including all copyrights and other Intellectual Property Rights, for the full term of such rights and all renewals and extensions thereof.

The Employee hereby irrevocably and unconditionally waives, and agrees never to assert, to the fullest extent permitted by applicable law, any and all moral rights, rights of attribution or integrity, rights to object to modification or derogatory treatment, rights of disclosure or withdrawal, and any similar rights that the Employee may have in any Work Product or Assigned Invention, in any jurisdiction, against the Employer, its Affiliates, successors, assigns and licensees.

To the extent that any such moral rights cannot be waived under applicable law, the Employee hereby consents to any act or omission by the Employer, its Affiliates, successors, assigns and licensees that would otherwise constitute an infringement of such rights, and agrees not to enforce such rights.

The Employer shall have the right, but not the obligation, to use the Employee's name in connection with any Work Product, and shall be entitled to publish, adapt, combine, translate or otherwise modify any Work Product, with or without attribution to the Employee, in its sole discretion.

The Employee shall not incorporate into any Work Product any material that is subject to the rights of any third party, including open-source or third-party software under license terms that could require disclosure or licensing of the Employer's proprietary materials, unless the Employee has first obtained the Employer's written approval.

The Employee has listed in the space provided below all Prior Inventions that the Employee wishes to exclude from the scope of this Agreement. If no list is provided, or if the space is marked "None," the Employee represents that there are no Prior Inventions. List of Prior Inventions: [Description of Prior Inventions, or "None"]. The Employee acknowledges that any such disclosure shall be made without disclosing any confidential information of a third party, and that the description shall be sufficient to identify the Prior Invention without breaching any duty of confidentiality owed to others.

The Employee represents that the list of Prior Inventions is complete and accurate, and acknowledges that any Invention not listed shall be deemed not to be a Prior Invention for purposes of this Agreement, unless the Employee can demonstrate by clear and convincing written evidence that it was conceived and reduced to practice before the Employment Period.

The Employee agrees not to incorporate, or permit to be incorporated, any Prior Invention into any Assigned Invention, product, process, service or Work Product of the Employer without the Employer's prior written consent.

If, notwithstanding the foregoing, the Employee incorporates, or permits to be incorporated, any Prior Invention into any Assigned Invention, product, process, service or Work Product of the Employer, the Employee hereby grants to the Employer and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable (through multiple tiers) license to make, have made, modify, use, reproduce, distribute, sell, offer for sale, import, and otherwise exploit such Prior Invention as part of or in connection with such Assigned Invention, product, process, service or Work Product.

The Employee shall not be entitled to any compensation, royalty or other payment for the license granted under this Section, the consideration for which is included in the compensation and benefits provided under the Employee's employment.

The Employee shall promptly inform the Employer in writing of any Prior Invention that the Employee believes may be relevant to, or is necessary for the use or exploitation of, any Assigned Invention, so that the Employer may determine how to proceed.

Nothing in this Agreement shall be construed as an assignment by the Employee of any Prior Invention that is properly listed, and the Employer acknowledges that, as between the Parties, the Employee retains ownership of listed Prior Inventions, subject to the license granted in this Section.

The Employee is notified, and the Parties agree, that this Agreement does not require the assignment of any Invention that the Employee develops entirely on the Employee's own time, without using the Employer's equipment, supplies, facilities, Confidential Information or Trade Secrets, and that neither (i) relates, at the time of conception or reduction to practice, to the Employer's business or actual or demonstrably anticipated research or development, nor (ii) results from any work performed by the Employee for the Employer.

The Employee acknowledges that, to the extent applicable law limits the scope of an employee's obligation to assign Inventions, this Agreement shall be interpreted to require assignment only to the maximum extent permitted by such law, and that the foregoing limitation shall not otherwise affect the scope of the assignment in this Agreement.

The Employee shall bear the burden of establishing by clear written evidence that any Invention falls within the exclusion described in this Section, and shall provide to the Employer, upon request, sufficient information, including the circumstances of its development, to permit the Employer to make a good-faith determination.

The Employee agrees to disclose in confidence to the Employer, at the time of conception, any Invention that the Employee believes to be excluded under this Section if there is a reasonable possibility that it relates to the business of the Employer, so that the Employer may confirm in writing whether it claims any rights in such Invention. The Employer's review of any such disclosure shall not be deemed a waiver of any right under this Agreement.

Any Invention that falls outside the scope of this Agreement shall remain the property of the Employee, and the Employer shall have no rights to it, provided that the Employee has not used or disclosed any Confidential Information or Trade Secrets in connection with it.

The Employee shall not use the Employer's time, resources or Confidential Information for the development of any Invention that the Employee intends to retain as the Employee's own, and any such use shall cause the resulting Invention to be an Assigned Invention.

During the Employment Period and at any time thereafter, the Employee shall, at the Employer's request and expense (excluding any compensation for the Employee's time during the Employment Period), promptly execute all documents and take all actions that the Employer reasonably deems necessary or desirable to secure, perfect, record, maintain, enforce or defend the Employer's rights in the Assigned Inventions and Work Product throughout the world.

Such assistance shall include executing patent, copyright and other applications, assignments, declarations, oaths and instruments; providing truthful testimony; assisting in prosecution, opposition, interference, litigation or other proceedings; and providing all information and records relating to the Assigned Inventions.

After the termination of the Employment Period, the Employer shall compensate the Employee for any time reasonably spent at the Employer's request in providing such assistance at a reasonable hourly rate of [Hourly Rate] [Currency], and shall reimburse reasonable pre-approved out-of-pocket expenses.

The Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents as the Employee's agent and attorney-in-fact, with full power of substitution, to act for and on behalf of the Employee to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section, with the same legal force and effect as if executed by the Employee.

The Employee acknowledges that the foregoing power of attorney is coupled with an interest, is irrevocable, and shall survive the death, disability or incapacity of the Employee and the termination of the Employment Period, and it shall be exercised only if the Employee fails or refuses to act within [number] days following a written request from the Employer, or if the Employer is unable, after reasonable effort, to locate the Employee.

The Employee waives and quitclaims to the Employer any and all claims, of any nature whatsoever, that the Employee now has or may hereafter have for infringement of any rights in the Assigned Inventions assigned hereunder to the Employer.

The Employee shall make and maintain adequate, accurate and current written records of all Assigned Inventions and Work Product, in the form of notes, sketches, drawings, source files, reports or other format as may be specified by the Employer, and such records shall be and remain the sole property of the Employer and shall be available to it at all times.

The Employee shall not retain, and shall promptly deliver to the Employer, all Company Materials in the Employee's possession, custody or control, whenever the Employer so requests and, in any event, immediately upon the termination of the Employment Period for any reason, without the Employer needing to make any request.

The Employee shall not retain any copies, extracts, reproductions or summaries of any Company Materials in any form, including on any personal device, personal email account, cloud storage or other medium. Where Company Materials are held electronically on any personal device or account, the Employee shall permanently delete them after first delivering a copy to the Employer, and shall provide the Employer reasonable access to verify such deletion.

Upon the termination of the Employment Period, the Employee shall provide to the Employer all passwords, access codes and credentials necessary to access any Company Materials, accounts, devices and systems, and shall cease all access to and use of the Employer's systems.

On or before the last day of the Employment Period, the Employee shall execute and deliver to the Employer a written certification, in the form reasonably prescribed by the Employer, confirming that the Employee has complied with the obligations of this Section and with this Agreement, and has returned all Company Materials.

The Employee consents to an exit interview with the Employer, in which the Employee shall be reminded of the continuing obligations under this Agreement, and shall provide to the Employer the name and address of the Employee's new employer or business engagement, if any, to the extent permitted by applicable law.

The Employer may, to the extent permitted by applicable law, inspect any device or account used by the Employee to store Company Materials to verify compliance with this Section.

The Employee's obligations under this Agreement shall continue during the Employment Period and thereafter as provided in this Section, regardless of the reason for the termination of employment, whether voluntary or involuntary, and regardless of whether termination was with or without cause or notice.

With respect to Confidential Information that constitutes a Trade Secret, the Employee's obligations of non-disclosure and non-use shall continue for so long as such information remains a Trade Secret under applicable law, other than as a result of the Employee's breach, and thus, indefinitely.

With respect to all other Confidential Information that does not constitute a Trade Secret, the Employee's obligations of non-disclosure and non-use shall continue throughout the Employment Period and for a period of [number] years following the termination of the Employment Period.

The Employee's obligations with respect to the assignment of Assigned Inventions and Work Product, the waiver of moral rights, the further assurances and power of attorney, and the licenses granted under this Agreement shall survive the termination of the Employment Period and of this Agreement, and shall continue in perpetuity or for the maximum duration permitted by applicable law.

The Employee's obligations with respect to Third-Party Information shall continue for the longer of the periods set forth in this Section and the period for which the Employer is bound to maintain the confidentiality of such Third-Party Information.

The termination of the Employment Period shall not release the Employee from any liability for any breach of this Agreement that occurred prior to termination, and Sections relating to Remedies, Governing Law, Severability and Entire Agreement shall also survive any termination.

During the Employment Period, the Employee shall promptly notify the Employer in writing of any other business activity, engagement or employment, and shall not accept any such activity that would conflict with the Employer's interests or the Employee's obligations under this Agreement without the Employer's prior written consent.

Prior to accepting any employment, consulting or other engagement during the period in which the Employee's obligations under this Agreement continue, the Employee shall provide a copy of this Agreement, or of the provisions of it relating to confidentiality and assignment of Inventions, to the prospective employer or engaging party.

Upon the termination of the Employment Period, the Employee shall promptly notify the Employer in writing of the identity of any subsequent employer or engaging party and the nature of the Employee's role, for a period of [number] months following such termination, to the extent permitted by applicable law.

The Employee consents to the Employer's notifying any subsequent employer or prospective employer or engaging party of the Employee's rights and obligations under this Agreement, and shall not assert any claim against the Employer for doing so, provided that such notification is truthful and made in good faith.

The Employee shall inform the Employer promptly of any request by a subsequent employer or any other person to disclose or use any Confidential Information, or any Assigned Invention, and shall refuse any such request.

The provisions of this Section shall apply only to the extent permitted by applicable law and shall not be construed to restrict the Employee's right to accept employment with any subsequent employer.

The Employee represents and warrants to the Employer that the Employee has full capacity, power and authority to enter into and perform this Agreement, and that doing so does not and will not violate or conflict with any agreement, obligation, order or judgment by which the Employee is bound.

The Employee represents and warrants that all information provided by the Employee to the Employer under this Agreement, including the list of Prior Inventions, is true, accurate and complete in all material respects.

The Employee represents and warrants that, to the best of the Employee's knowledge, no Assigned Invention or Work Product created by the Employee will infringe, misappropriate or violate any Intellectual Property Right or other right of any third party, and that the Employee has not assigned, licensed or encumbered, and will not assign, license or encumber, any rights in any Assigned Invention or Work Product to any person other than the Employer.

The Employee represents and warrants that the Employee has not, prior to the Effective Date, disclosed or used any Confidential Information in violation of this Agreement or in any manner contrary to the Employer's interests.

The Employee acknowledges that the Employee has read and understood this Agreement, has had the opportunity to consult with independent legal counsel of the Employee's choice, that the restrictions herein are reasonable in scope, duration and subject matter, and are necessary to protect the Employer's legitimate business interests.

The Employee agrees that the Employer is relying upon the foregoing representations and warranties in entering into or continuing the employment of the Employee, and that these representations and warranties shall survive the termination of the Employment Period.

The Employee acknowledges that the Confidential Information, including the Trade Secrets, and the Assigned Inventions are unique and valuable assets of the Employer, and that any breach or threatened breach of this Agreement would cause the Employer irreparable harm for which monetary damages would be an inadequate remedy.

Accordingly, in the event of any actual or threatened breach of this Agreement, the Employer shall be entitled, in addition to any other rights and remedies available to it, to seek temporary, preliminary and permanent injunctive relief, specific performance and other equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages and, to the extent permitted by applicable law, without the requirement of posting a bond or other security, or, if a bond is required, the Parties agree that a bond of [Amount] [Currency] shall be sufficient.

The Employee shall be liable to the Employer for all losses, damages, costs and expenses arising from any breach of this Agreement, and the Employer shall be entitled to an accounting and the disgorgement of all profits, compensation or other benefits that the Employee derives, directly or indirectly, from such breach.

In the event of any breach of this Agreement, the Employer shall be entitled to recover from the Employee its reasonable attorneys' fees, court costs and other expenses incurred in enforcing this Agreement, to the extent permitted by applicable law, if the Employer prevails in whole or in part.

To the extent permitted by applicable law, and without limiting any other remedy, the Employer may suspend, cease or recoup any payments, benefits or entitlements that are contingent upon the Employee's compliance with this Agreement, if the Employee is in material breach.

The rights and remedies of the Employer under this Agreement are cumulative and not exclusive, and the exercise of any right or remedy shall not preclude the exercise of any other right or remedy available at law, by agreement or otherwise.

The Employee agrees that the Employer's seeking of injunctive relief shall not be deemed to be a waiver of its right to seek damages or any other remedy, and the Employee waives any defense that the Employer has an adequate remedy at law.

This Agreement, and any dispute, claim or controversy arising out of or in connection with it, including its formation, interpretation, performance, breach or termination, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

Subject to the provisions of this Section regarding injunctive relief, the Parties irrevocably agree that the courts of [Court Jurisdiction and Venue] shall have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this Agreement.

Each Party irrevocably submits to the personal jurisdiction of such courts, waives any objection to the laying of venue in such courts, and waives any claim that such proceedings have been brought in an inconvenient forum.

Notwithstanding the foregoing, the Employer may, at any time, seek temporary, preliminary or permanent injunctive relief or other equitable relief to protect its Confidential Information, Trade Secrets, Intellectual Property Rights or other legitimate interests in any court of competent jurisdiction, wherever the Employee is located or the breach is occurring or threatened, and the Employee consents to the jurisdiction of any such court for such purpose.

Prior to commencing any proceedings, other than a proceeding for injunctive relief, the Parties shall endeavor in good faith to resolve any dispute by direct negotiation for a period of [number] days following written notice of the dispute, provided that this requirement shall not delay or prevent the Employer from seeking urgent relief.

To the extent permitted by applicable law, each Party waives any right it may have to a trial by jury in any proceeding arising out of or relating to this Agreement.

Any notice under this Agreement shall be in writing and delivered personally, by recognized courier or by email to the addresses set out in the signature section of this Agreement, or to such other address as a Party notifies to the other in writing, and shall be deemed received upon delivery or, in the case of email, upon transmission without notice of failure.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

If any provision of this Agreement is found to be overbroad or unreasonable in scope, duration, or subject matter, the Parties agree that the court shall have the authority to modify such provision to the minimum extent necessary to render it valid and enforceable, and the Parties request that the court do so.

The Employer may freely assign, transfer or delegate this Agreement and any of its rights and obligations hereunder, in whole or in part, without the consent of the Employee, including to any Affiliate or to any successor to all or substantially all of its business or assets, whether by merger, consolidation, sale of assets, sale of equity, or otherwise.

The Employee may not assign, transfer, delegate or subcontract any of the Employee's rights or obligations under this Agreement, and any purported assignment in violation of this Section shall be null and void.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

The Employee acknowledges that the Employer's Affiliates are intended third-party beneficiaries of this Agreement, entitled to enforce its terms directly, and that the Employee's obligations apply equally to the Confidential Information and Intellectual Property Rights of the Employer's Affiliates.

The Employee's obligations under this Agreement are independent of any claim the Employee may have against the Employer, and the existence of any such claim shall not constitute a defense to the enforcement of this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and discussions, whether written or oral, relating to the confidentiality of information and the ownership of Inventions and Work Product.

This Agreement is in addition to, and not in substitution for, any other obligations of confidentiality or loyalty that the Employee owes to the Employer under the Employee's contract of employment, the Employer's policies, or applicable law. In the event of a conflict between this Agreement and any such other document regarding the protection of Confidential Information or the ownership of Inventions, the provision more protective of the Employer shall prevail, to the extent permitted by applicable law.

This Agreement may be amended, modified or supplemented only by a written instrument that expressly refers to this Agreement and is signed by the Employee and an authorized officer of the Employer. Changes to the Employee's position, duties or compensation shall not, in themselves, require an amendment to this Agreement.

No waiver by the Employer of any breach or default under this Agreement shall be effective unless made in writing and signed by an authorized officer of the Employer, and no such waiver shall be deemed a waiver of any prior or subsequent breach or default.

No failure or delay by the Employer in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures delivered by electronic means shall be deemed original signatures for all purposes.

The Employee acknowledges that the Employee has carefully read this Agreement, understands its terms, and is signing it voluntarily and without duress.