Employee Confidentiality & Invention Assignment

EMPLOYEE CONFIDENTIALITY & INVENTION ASSIGNMENT AGREEMENT

This Agreement is between [COMPANY] and [EMPLOYEE], dated [DATE].

1. CONFIDENTIALITY. Employee will keep the Company's confidential information secret during and after employment and use it only for Company business.

2. EXCLUSIONS. Information that is public, already known to Employee before employment, or independently developed outside of work.

3. INVENTION ASSIGNMENT. Inventions created within the scope of employment or using Company time, resources, or confidential information are assigned to the Company.

4. PRIOR INVENTIONS. Employee lists pre-existing inventions in Exhibit A; these are excluded.

5. PERSONAL-TIME CARVE-OUT. Inventions developed entirely on Employee's own time, without Company equipment or confidential information, and unrelated to the Company's business or anticipated R&D, remain Employee's property (consistent with state law such as California Labor Code §2870).

6. RETURN OF MATERIALS. On termination, Employee returns all Company property and information.

7. WHISTLEBLOWER NOTICE. Under the Defend Trade Secrets Act (18 U.S.C. §1833(b)), Employee may disclose a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law.

8. GOVERNING LAW. [STATE].

COMPANY: _____________________  DATE: __________
EMPLOYEE: ____________________  DATE: __________

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