Employee Proprietary Information and Inventions Agreement

This agreement is between a Company and its employee. It requires the Employee to protect confidential information, assign whatever invention they created and not to solicitor away employee, consultant, customer and suppliers.

Author: Dymphna Lanjuran
Price: RM300
Specification: 7 pages
Product Code: 0010


This Proprietary Information and Inventions Agreement (the “Agreement”) is made and entered into this ___ day of ____________, 2013


[Insert Company Name] [Company No ] of [Address] ( “the Company”).


[Employee’s name] [Identity Card No / Passport No ]

The parties agree in consideration of the mutual promises contained in this Agreement:

1. Confidential Information.
a. Definition. Employee acknowledges and agrees that Employee has obtained or may now or hereafter obtain from the Company certain of the Company’s confidential information, in whatever form, which includes, but is not limited to, all of the Company’s
(i) past, present and future research,
(ii) business, development and marketing plans,
(iii) customer lists and customer relationships,
(iv) prices (except where publicly disclosed by the Company) and pricing strategies,
(v) secret inventions, processes, methods and specifications,
(vi) compilations of information (including, without limitation, studies, records, reports, drawings, memoranda, drafts and any other related information),
(vii) trade secrets,
(viii) product development proposals, and
(ix) other ideas, concepts, strategies, designs, suggestions and recommendations relating, without limitation, to any of the foregoing or to any product developed or proposed to be developed by the Company or by the Employee and/or others for the Company

(collectively, the “Confidential Information”).

“Confidential Information” does not include any of the foregoing items which:

(i) at the time of disclosure was known to Employee free of any confidentiality obligations; and
(ii) has become publicly and widely known and made generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the information involved.

b. Non-Disclosure and Return of Confidential Information. In consideration of the Employee’s employment and/or continued employment with the Company, the Employee hereby acknowledges and agrees that the Company is the owner of all of the Confidential Information, and all copyrights, trade secrets, patents, trademarks and all other intellectual or industrial property rights contained in, or associated with, any or all such Confidential Information. Employee shall not disclose to any other person, firm, corporation or other entity any of the Company’s Confidential Information, or use any such Confidential Information for any purpose whatsoever, except as authorized in writing by the Company, and the Employee shall not, and shall not attempt to, reverse engineer, decompile or disassemble any of the Company’s products without the Company’s prior written consent. Employee hereby acknowledges and agrees that the unauthorized use or disclosure of any of the Company’s Confidential Information or any of the Company’s intellectual or industrial property rights, constitute unfair competition, breach of confidentiality under applicable law, and Employee shall not at any time during the term of this Agreement or thereafter engage in any such unfair competition with respect to the Company. Employee agrees that all Confidential Information are and shall remain the Company’s property. Except in the course of providing services to the Company as an Employee, Employee agrees that Confidential Information shall not be copied by Employee without the Company’s prior written consent, and shall not be removed from the Company’s premises without the Company’s prior written consent. Employee agrees that all Confidential Information shall be returned to the Company, along with any and all copies, immediately upon request therefore, or upon the termination of Employee’s employment with the Company, whichever is first to occur.


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