Employee's Agreement To Assign Rights To Inventions To Employer

1. Introduction. In consideration of my employment by [name] (Employer), I agree to the following.

2. Notice to Employer of Invention. I will promptly advise Employer's Legal Department of each invention, discovery, idea, or improvement (collectively, Invention), whether or not patentable, that is made or conceived by me, either alone or with others, during the term of my employment and directly or indirectly related to my work and investigations or resulting from or suggested by any work I might do for Employer at Employer's request. I will promptly submit to the Legal Department a written disclosure of each Invention describing its nature, use, and operation. To this end, I will maintain a notebook record from day to day of all work of an important character that I do, including each Invention. I will deliver the notebooks and all other records relating to my work to Employer immediately upon the termination of my employment.

3. Assignment of Rights in Invention. I will, without further consideration, assign to Employer or Employer's nominee all my right, title, and interest in each Invention, whether or not patentable, and will, at all times during my employment and after its termination for any reason, assist Employer or Employer's nominee in every proper way (but entirely at Employer's or Employer's nominee's own expense) to obtain, for Employer's or Employer's nominee's own benefit, patents or other forms of protection for each Invention in any and all countries. From time to time on request, I will execute all papers and do all proper things that may reasonably be required to protect and maintain the rights of Employer or Employer's nominee in an Invention, whether or not patented.

4. Invention as Trade Secret. Concurrently with the execution of this Agreement, I have executed an Employee Trade Secret Agreement. I understand and agree that all information relating to each Invention shall be considered proprietary and shall be protected in accordance with the provisions of the Trade Secret Agreement.

5. Exclusion From Agreement of Prior Inventions. I have listed on Schedule A [omitted] attached to this Agreement all unpatented inventions, including a brief description of each, made or conceived by me prior to my signing this Agreement. These inventions are excluded from the operation of this Agreement, and Employer has no rights in them.

6. Agreement Binding on Assigns and Representatives. This Agreement shall inure to the benefit of and be enforceable by Employer's successors and assigns and shall be binding upon me and my legal representatives.

[dated] [signature]




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