DISCLAIMER: This is a sample agreement for educational, informational or illustrative purposes only.

It should not be interpreted as legal advice or applicable to any particular situation. Agreements are legal instruments that should be tailored to specific factual inquiries. Moreover, agreements are generally interpreted differently in different jurisdictions. Hence, this sample is not a substitute for the advice or consultation of a competent attorney.

EMPLOYMENT AGREEMENT
Agreement made by and between ,a , (hereinafter the Corporation) and WITNESSETH: In consideration of the covenants herein recited and the Employee's affiliation and activities with the Corporation, it is agreed as follows: 1. The Employee will perform for the Corporation such duties as may be designated by the Corporation from time to time, and agrees that he will promptly submit to the corporation written disclosures of all inventions, improvements and discoveries, whether or not patentable, (hereinafter inventions) which are made or conceived by him, alone or jointly with others, while employed by the Corporation, and that title to all such inventions that shall be within the existing or contemplated scope of the Corporation's business or of companies which the Corporation owns or controls at the time such inventions are made or conceived or which result from or are suggested by any work he or others may do for or on behalf of the Corporation or such companies, together with such patent, patents or other legal protection as may be obtained thereon in the United States of America and all foreign countries, shall belong to the Corporation and that he will assign such title to the Corporation, and upon request by the Corporation will at any time during his employment with the Corporation and after its termination for any reason, execute all proper papers for use in applying for, obtaining, maintaining and enforcing such patents or other legal protection as the Corporation may desire and will execute and deliver all proper assignments of such title, when so requested by the Corporation, without remuneration but at the expense of the Corporation. 2. The Employee agrees he will not disclose, or induce the Corporation or companies that the Corporation owns or controls to use, any secret, confidential or proprietary information or trade secrets of others. 3. The Employee agrees that all memoranda, notes, records, reports, drawings, or other writings or documents, equipment, apparatus, products or materials and the like, including copies thereof, made or compiled by him or made available to him in the course of his employment, shall be the property of the Corporation and shall be delivered to the Corporation upon termination of his employment or at any other time upon request. 4. The Employee agrees that he will treat as confidential and will not, without written approval of the Corporation, use other than in the performance of his designated duties to the Corporation, or publish, disclose, copyright or authorize anyone else to use, publish, disclose or copyright, either during his term of employment or subsequent thereto any information relating to inventions, processes, formulas, systems, plans, programs, studies, techniques, "know-how" or trade secrets of the Corporation or of companies which it owns or controls or of their customers, contractors, or of others with which the Corporation or such companies have a business relation, or any other information which the Corporation, such companies, customers, contractors or others might prefer or require remain undisclosed including information relating to any of the activities, operations or affairs of the Corporation or of such companies, customers, contractors or others. The Employee also agrees that he will diligently protect such information against loss by inadvertent or unauthorized disclosure and will comply with security corporation having a place of business at (hereinafter called the Employee):

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DISCLAIMER: This is a sample agreement for educational, informational or illustrative purposes only. It should not be interpreted as legal advice or applicable to any particular situation. Agreements are legal instruments that should be tailored to specific factual inquiries. Moreover, agreements are generally interpreted differently in different jurisdictions. Hence, this sample is not a substitute for the advice or consultation of a competent attorney.

regulations established by The United States Government and by the Corporation, such companies, customers, contractors and others for the purpose of protecting such information. The Employee further agrees to comply with United States Government laws and regulations which control the export of articles, materials and technical data. 5. The Employee agrees that the attached list is a complete listing of all inventions owned by Employee and made or conceived by him prior to his employment by the Corporation, all of which are excluded from the operation of this Agreement. It is understood and agreed that all inventions not so listed are to be subject to all the terms and conditions of this Agreement. 6. The Employee warrants that he has no agreement with any third party which prevents the performance of his obligations under this Agreement, except an agreement with , a copy of which is attached hereto. 7. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. 8. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties. 9. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 10. The law of the State of will govern the interpretation, validity and effect of this Agreement without regard to the place of execution or the place of performance thereof. 11. This Agreement shall inure to the benefit of the successors and assigns of the Corporation, and shall be binding upon the heirs, assigns, administrators and representatives of the Employee. IN WITNESS WHEREOF, the Corporation has caused these presents to be executed and the Employee has hereunto set his hand and seal this day of , 20 . [The Corporation] [The Employee]

(Signature/Title)

(Signature)

(Typed or Printed Name)

(Typed or Printed Name)

Date:

Date:

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