Company Name, a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below.
1. Position. You will start in a full-time position as Job Title and you will initially report to Supervisor. You shall perform such duties as may be directed by Supervisor from time to time. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.
2. Compensation and Employee Benefits. You will be paid a salary at the rate of $Annual Salary per year, payable on the Company’s regular payroll dates. As a regular employee of the Company you may be eligible to participate in a number of Company-sponsored benefits, which the Company may make available from time to time.
3. Restricted Stock. Reference is hereby made to the Restricted Stock Purchase Agreement (the “Restricted Stock Agreement”) dated as of even date hereof between you and the Company.
4. Confidential Information. You agree, at all times during the term of your employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any confidential or proprietary information of the Company. This letter agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
5. Intellectual Property.
(a) Inventions Retained and Licensed. You have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date, belong solely to you or belong to you jointly with others, and that relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder or pursuant to the Restricted Stock Agreement; or, if no such list is attached, you represent that there are no such Inventions at the time of signing this Agreement.
(b) Use or Incorporation of Inventions. If in the course of your employment, you use or incorporate into a product, process or machine any Invention not covered by Section 5(d) of this letter agreement in which you have an interest, you will promptly so inform the Company. Whether or not you give such notice, you hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual properties without restriction of any kind.
(c) Inventions. You understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. You understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement- thereon. You understand that “Company Inventions” means any and all Inventions that you may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of your employment, except as otherwise provided in Section 5(g) below.
(d) Assignment of Company Inventions. You agree that you will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all your right, title and interest throughout the world in and to any and all Company Inventions. You further acknowledge that all Company Inventions that are made by you (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by your salary and the entry by the Company into the Restricted Stock Agreement. You hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that you now have or may hereafter have for infringement of any and all Company Inventions.
(e) Maintenance of Records. You agree to keep and maintain adequate and current written records of all Company Inventions made by you (solely or jointly with others) during the term of your employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. You agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.
(f) Patent and Copyright Rights. You agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. You further agree that your obligation to execute or cause to be executed, when it is in your power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. You hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and in your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by your subsequent incapacity.
(g) Exception to Assignments. You understand that the Company Inventions will not include, and the provisions of this letter agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any. In order to assist in the determination of which inventions qualify for such exclusion, you will advise the Company promptly in writing, during and after the term of your employment, of all Inventions solely or jointly conceived or developed or reduced to practice by you during the period of the Relationship.
6. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this offer. This letter agreement, together with the Restricted Stock Agreement, are the full and complete agreements between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company.
7. Outside Activities. While you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company, without the prior written consent of the Company.
8. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.
9. Entire Agreement; Severability. This letter agreement, together with the Restricted Stock Agreement, set forth the entire agreement and understanding of the parties relating to the subject matter thereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter thereof. If one or more provisions of this letter agreement are held to be unenforceable under applicable law, the remainder of the provisions of this letter agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such a determination, the parties agree to renegotiate such provision in good faith to attempt to give effect to the original intent of the letter agreement to the fullest extent possible.
10. Successors and Assigns. The provisions of this letter agreement shall be binding and inure to the benefit of, and be enforceable by, the Company’s successors and assigns. Neither party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party hereto.
11. Governing Law. This letter agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
12. Counterparts; Effectiveness. This letter agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This letter agreement shall be deemed effective upon the date first written above. No provision of this letter agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than the parties hereto and their respective successors and permitted assigns and transferees.
Very truly yours,
Title: Authorized Signatory
ACCEPTED AND AGREED:
List Inventions if Any