AGREEMENT BETWEEN SUPPLIER EMPLOYEE AND CUSTOMER REGARDING INTELLECTUAL PROPERTY

In consideration of payment for the performance of work or assignments for CUSTOMER and/or any of its affiliates (hereinafter “CUSTOMER”), and other good and valuable consideration, including the use on behalf of CUSTOMER of its or any CUSTOMER distributor’s material, private or proprietary information, or facilities;

A. I hereby assign and agree to assign to CUSTOMER all my right, title, and interest in and to all inventions, discoveries, improvements, ideas, computer or other apparatus programs and related documentation, and other works of authorship (hereinafter each designated “Intellectual Property”), whether or not patentable, copyrightable, or subject to other forms of protection, made, created, developed, written, or conceived by me during the period of such work or performance of assignments, whether during or outside of regular working hours, either solely or jointly with another, in whole or in part, either:

1. In the course of such work assignments, or

2. Relating to the actual or anticipated business or research or development of CUSTOMER, or

3. With the use of CUSTOMER’ time, material, private or proprietary information, or facilities;

B. I will, without charge to CUSTOMER but at its expense, execute a special assignment of title to CUSTOMER and do anything else reasonable necessary to enable CUSTOMER to secure a patent, copyright, or other form of protection for said Intellectual Property anywhere in the world.

C. I further agree that I will keep in confidence and will not, except as required in the conduct of CUSTOMER’s business or as authorised in writing on behalf of CUSTOMER, publish, disclose or use, during and after the period of my work or assignment, any private or proprietary information which I may in any way acquire, learn, develop, or create by reason of such work or assignment.

D. I further agree that this Agreement does not constitute a contract of employment, nor does it confer any rights by licence or otherwise in any Intellectual Property to which I may have access.

E. CUSTOMER and I agree that, notwithstanding that I may not be CUSTOMER’s employee for other purposes, the copyrights in Intellectual Property created within the scope of my work or assignment will be considered a work made for hire (and therefore property of CUSTOMER).

F. I agree that I will not disclose to CUSTOMER or any of its employees any information that I consider to be proprietary or confidential, or any information that is or may be proprietary or confidential to any of my employers or other clients.

G. In the event that either my employer or I have previously executed an agreement with CUSTOMER relating to the work which I am about to undertake, it is understood and agreed that any terms and provisions of this Agreement will be superseded by any conflicting terms and conditions of such previously executed agreement.

__________________________ ____________________________________

(Date) (Signature)

__________________________ ____________________________________

(Supplier full name) (Printed Name of Supplier Employee)

__________________________

(Agreement Number)

ATTACHMENT D

Date: 2015-12-24; view: 845