Proprietary Information and Inventions Agreement

Copyright Envision Corporation. 2002. All rights reserved.
Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
n consideration of 0y e0ploy0ent by 1$A.E (, C(.PA$'2+ 3the 4Co0pany56+ hereby agree to the
following restrictions placed on 0y 7se and develop0ent of infor0ation+ technology+ ideas and inventions8
1. 00000000PROPRIETARY INFORMATION
a. Restrictions on Proprietary Information
agree that+ d7ring 0y e0ploy0ent and after+ will hold the Proprietary nfor0ation of the
Co0pany in strict confidence and will neither 7se the infor0ation nor disclose it to anyone+
e9cept to the e9tent necessary to carry o7t 0y responsibilities as an e0ployee of the
Co0pany or as specifically a7thori:ed in writing by a d7ly a7thori:ed officer of the Co0pany.
7nderstand that ;Proprietary nfor0ation; 0eans all infor0ation pertaining in any 0anner to
the b7siness of the Co0pany or its affiliates+ cons7ltants+ or b7siness associates+ 7nless8
i. the infor0ation is or beco0es p7blicly <nown thro7gh lawf7l 0eans=
ii. the infor0ation was part of 0y general <nowledge prior to 0y e0ploy0ent by the
Co0pany= or
iii. the infor0ation is disclosed to 0e witho7t restriction by a third party who rightf7lly
possesses the infor0ation and did not learn of it fro0 the Co0pany.
!his definition incl7des+ b7t is not li0ited to+ 3A6 sche0atics+ techni>7es+ develop0ent tools+
processes+ co0p7ter printo7ts+ co0p7ter progra0s+ design drawings and 0an7als+ electronic
codes+ for07las and i0prove0ents= 3*6 infor0ation abo7t costs+ profits+ 0ar<ets+ sales+
c7sto0ers+ and bids= 3C6 plans for b7siness+ 0ar<eting+ f7t7re develop0ent and new prod7ct
concepts= and 3%6 e0ployee personnel files and infor0ation abo7t e0ployee co0pensation
and benefits.
b. Prior Actions and no!"ed#e

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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
E9cept as disclosed on Sched7le A to this Agree0ent+ do not <now anything abo7t the
Co0pany?s b7siness or Proprietary nfor0ation+ other than infor0ation have learned fro0
the Co0pany in the co7rse of being hired and e0ployed.
c. T$ird Party Information
recogni:e that the Co0pany has received and will receive confidential or proprietary
infor0ation fro0 third parties. will hold all s7ch infor0ation in the strictest confidence and
will not 7se the infor0ation or disclose it to anyone 3e9cept as necessary in carrying o7t 0y
wor< for the Co0pany consistent with the Co0pany?s agree0ent with s7ch third party6.
d. Interference !it$ %&siness
agree that d7ring 0y e0ploy0ent with the Co0pany and for a period of 1$U.*E&2 year
after ter0ination of 0y e0ploy0ent with the Co0pany+ shall not directly or indirectly
3i6 divert or atte0pt to divert fro0 the Co0pany 3or any affiliate6 any b7siness of any <ind in
which it is engaged+ incl7ding+ witho7t li0itation+ the solicitation of or interference with any of
its s7ppliers or c7sto0ers or 3ii6 solicit+ ind7ce+ recr7it or enco7rage any person e0ployed by
the Co0pany to leave their e0ploy0ent.
2.
3. INVENTIONS
a. Assi#nment of In'entions
agree to assign to the Co0pany+ witho7t f7rther consideration+ 0y entire right+ title+ and
interest 3thro7gho7t the 1C(U$!&'2 and in all foreign co7ntries6+ free and clear of all liens
and enc70brances+ in and to all nventions. $otwithstanding the foregoing+ the Co0pany
0ay+ in its discretion+ agree to provide consideration for certain nventions thro7gh a written
agree0ent between the Co0pany and the 7ndersigned which specifically provides for s7ch
consideration= in all other cases+ no consideration shall be paid. !he nventions shall be the
sole property of the Co0pany+ whether or not copyrightable or patentable. n addition+ agree
to 0aintain ade>7ate and c7rrent written records on the develop0ent of all nventions+ which
shall also re0ain the sole property of the Co0pany. 7nderstand that ;nventions5 0eans all
ideas+ processes+ inventions+ technology+ designs+ for07las+ discoveries+ patents+ copyrights+
and trade0ar<s+ and all i0prove0ents+ rights+ and clai0s related to the foregoing+ that are
conceived+ developed+ or red7ced to practice by 0e alone or with others e9cept nventions
e9cl7ded in Sched7le A8

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Any provision in an e0ploy0ent agree0ent which provides that an e0ployee shall
assign+ or offer to assign+ any of his or her rights in an invention to his or her e0ployer
shall not apply to an invention that the e0ployee developed entirely on his or her own
ti0e witho7t 7sing the e0ployer?s e>7ip0ent+ s7pplies+ facilities+ or trade secret
infor0ation e9cept for those inventions that either8
i. &elate at the ti0e of conception or red7ction to practice of the invention to
the e0ployer?s b7siness+ or act7al or de0onstrably anticipated research or
develop0ent of the e0ployer.
ii. &es7lt fro0 any wor< perfor0ed by the e0ployee for the e0ployer.
b. License for Ot$er In'entions
f+ in the co7rse of 0y e0ploy0ent+ with the Co0pany+ incorporate into Co0pany property
an invention owned by 0e or in which have an interest+ the Co0pany is granted a
none9cl7sive+ royalty@free+ irrevocable+ perpet7al+ worldwide license to 0a<e+ 0odify+ 7se and
sell 0y invention as part of and in connection with the Co0pany property.
c. Assist (it$ Re#istration
n the event any nvention shall be dee0ed by the Co0pany to be copyrightable or
patentable or otherwise registrable+ will assist the Co0pany 3at its e9pense6 in obtaining and
0aintaining letters patent or other applicable registrations and in vesting the Co0pany with
f7ll title. Sho7ld the Co0pany be 7nable to sec7re 0y signat7re on any doc70ent necessary
to apply for+ prosec7te+ obtain+ or enforce any patent+ copyright+ or other right or protection
relating to any nvention+ d7e to 0y incapacity or any other ca7se+ hereby irrevocably
designate and appoint the Co0pany and each of its d7ly a7thori:ed officers and agents as
0y agent and attorney@in@fact to do all lawf7lly per0itted acts to f7rther the prosec7tion+
iss7ance+ and enforce0ent of patents+ copyrights+ or other rights or protection with the sa0e
force and effect as if e9ec7ted and delivered by 0e.
d. Disc"os&re
agree to disclose pro0ptly to the Co0pany all nventions and relevant records. f7rther
agree to pro0ptly disclose to the Co0pany any idea that do not believe to be an nvention+
b7t is conceived+ developed+ or red7ced to practice by 0e 3alone or with others6 while a0
e0ployed by the Co0pany or d7ring the one@year period following ter0ination of 0y
e0ploy0ent. will disclose the idea+ along with all infor0ation and records pertaining to the
idea+ and the Co0pany will e9a0ine the disclos7re in confidence to deter0ine if in fact it is an
nvention s7bAect to this Agree0ent.
e. Post)Termination Period

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agree that any idea+ invention+ writing+ discovery+ patent+ copyright+ or trade0ar< or si0ilar
ite0+ or i0prove0ent shall be pres70ed to be an nvention if it is conceived+ developed+
7sed+ sold+ e9ploited+ or red7ced to practice by 0e or with 0y aid within 1$U.*E&2 year after
0y ter0ination of e0ploy0ent with the Co0pany. can reb7t the above pres70ption if
prove that the idea+ invention+ writing+ discovery+ patent+ copyright+ or trade0ar< or si0ilar
ite0+ or i0prove0ent is not an nvention covered by this Agree0ent.
4. FORMER OR *ONFLI*TING AGREEMENTS
a. Former A#reements
represent and warrant that 0y perfor0ance of the ter0s of this Agree0ent will not breach
any agree0ent to <eep in confidence proprietary infor0ation ac>7ired by 0e prior to 0y
e0ploy0ent by the Co0pany. have listed in Sched7le A all other agree0ents concerning
proprietary infor0ation or inventions to which a0 a party and attached copies of any
agree0ents in 0y possession. !o the best of 0y <nowledge+ there is no other contract
between 0e and any other person or entity that is in conflict with this Agree0ent or concerns
proprietary infor0ation+ inventions or assign0ent of ideas.
b. O+"i#ations D&rin# Emp"oyment
%7ring 0y e0ploy0ent with the Co0pany+ will not disclose to the Co0pany+ or 7se+ or
ind7ce the Co0pany to 7se+ any proprietary infor0ation or trade secrets of others.
5. TERMINATION
a. Ret&rn of t$e *ompany,s Property
agree to pro0ptly ret7rn to the Co0pany 7pon ter0ination of 0y e0ploy0ent all Proprietary
nfor0ation and all personal property f7rnished to or prepared by 0e in the co7rse of or
incident to 0y e0ploy0ent. ,ollowing 0y ter0ination+ will not retain any written or other
tangible 0aterial containing any Proprietary nfor0ation or infor0ation pertaining to any
nvention.
b. Termination *ertificate
n the event of the ter0ination of 0y e0ploy0ent+ agree+ if re>7ested by the Co0pany+ to
sign and deliver the !er0ination Certificate attached as Sched7le *.
c. S&+se-&ent Emp"oyers
agree that after the ter0ination of 0y e0ploy0ent with the Co0pany+ will not enter into any
agree0ent that conflicts with 0y obligations 7nder this Agree0ent and will infor0 any
s7bse>7ent e0ployers of 0y obligations 7nder this Agree0ent.
6. NO IMPLIED EMPLOYMENT RIG.TS
recogni:e that nothing in this Agree0ent shall be constr7ed to i0ply that 0y e0ploy0ent is g7aranteed
for any period of ti0e. Unless stated in a written agree0ent signed by a d7ly a7thori:ed officer of the
Co0pany+ 0y e0ploy0ent is for an indefinite d7ration+ and either the Co0pany or can ter0inate o7r
e0ploy0ent relationship at any ti0e+ witho7t notice and for any reason+ with or witho7t ca7se.
7. REMEDIES
recogni:e that nothing in this Agree0ent is intended to li0it any re0edy of the Co0pany 7nder any
federal or state law concerning trade secrets+ recogni:e that 0y violation of this Agree0ent co7ld ca7se
the Co0pany irreparable har0 and agree that the Co0pany shall have the right to apply to any co7rt of
co0petent A7risdiction for an order restraining any breach or threatened breach of this Agree0ent.

. MIS*ELLANEO/S PROVISIONS

a. Assi#nment
agree that the Co0pany 0ay assign to another person or entity any of its rights 7nder this
Agree0ent.
b. Go'ernin# La!
!his Agree0ent shall be governed by and constr7ed in accordance with the laws of the State
1S!A!E2.
c. Se'era+i"ity
f any provision of this Agree0ent+ or application thereof to any person+ place+ or
circ70stance+ shall be held by a co7rt of co0petent A7risdiction to be 7nenforceable+ s7ch
provision shall be enforced to the greatest e9tent per0itted by law and the re0ainder of this
Agree0ent shall re0ain in f7ll force and effect.
d. Entire A#reement
!he ter0s of this Agree0ent are the final e9pression of 0y agree0ent with respect to the
s7bAect 0atter hereof and 0ay not be contradicted by evidence of any prior or
conte0poraneo7s agree0ent. !his Agree0ent shall constit7te the co0plete and e9cl7sive
state0ent of its ter0s. ac<nowledge that the Co0pany has not 0ade any other
representations concerning the s7bAect 0atter of this Agree0ent.
e. Amendment0 (ai'ers
!his Agree0ent can be a0ended or ter0inated only by a written agree0ent signed by both
parties. $o fail7re to e9ercise or delay in e9ercising any right 7nder this Agree0ent shall
operate as a waiver thereof.
!. S&ccessors and Assi#ns
!his Agree0ent shall be binding 7pon 0e and 0y heirs+ e9ec7tors+ ad0inistrators+ and
s7ccessors+ and shall in7re to the benefit of the Co0pany?s s7ccessors and assigns.
)A-E &EA% !)S A#&EE.E$! CA&E,U""' A$% U$%E&S!A$% !S !E&.S. )A-E
C(.P"E!E"' $(!E% ($ SC)E%U"E A !( !)S A#&EE.E$! A$' P&(P&E!A&' $,(&.A!($+
%EAS+ P&(CESSES+ $-E$!($S+ !EC)$("(#'+ /&!$#S+ P&(#&A.S+ %ES#$S+
,(&.U"AS+ %SC(-E&ES+ PA!E$!S+ C(P'&#)!S+ (& !&A%E.A&BS+ (& .P&(-E.E$!S+
&#)!S+ (& C"A.S &E"A!$# !( !)E ,(&E#($#+ !)A! %ES&E !( ECC"U%E ,&(. !)S
A#&EE.E$!.
E.P"('EE C(.PA$'

A7thori:ed Signat7re A7thori:ed Signat7re

Print $a0e and !itle Print $a0e and !itle
S*.ED/LE A
EMPLOYEE1S DIS*LOS/RE
000000000PROPRIETARY INFORMATION
E9cept as set forth below+ ac<nowledge that at this ti0e <now nothing abo7t
the b7siness or Proprietary nfor0ation of Co0pany 3the 4Co0pany56+ other than
infor0ation have learned fro0 the Co0pany in the co7rse of being hired8

PRIOR INVENTIONS
E9cept as set forth below+ there are no ideas+ processes+ inventions+ technology+
writings+ progra0s+ designs+ for07las+ discoveries+ patents+ copyrights+ or

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trade0ar<s+ or any clai0s+ rights+ or i0prove0ents to the foregoing+ that wish to
e9cl7de fro0 the operation of this Agree0ent8

PRIOR AGREEMENTS
E9cept as set forth below+ a0 aware of no prior agree0ents between 0e and
any other person or entity concerning proprietary infor0ation or inventions
3attach copies of all agree0ents in yo7r possession68

E.P"('EE

A7thori:ed Signat7re

Print $a0e and !itle

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S*.ED/LE %
TERMINATION *ERTIFI*ATE *ON*ERNING
T.E *OMPANY PROPRIETARY INFORMATION
!his is to certify that have ret7rned all personal property of Co0pany+ 3the 4Co0pany56+ incl7ding+
witho7t li0itation+ all so7rce code listings+ boo<s+ 0an7als+ records+ 0odels+ drawings+ reports+ notes+
contracts+ lists+ bl7eprints+ and other doc70ents and 0aterials+ Proprietary nfor0ation+ and e>7ip0ent
f7rnished to or prepared by 0e in the co7rse of or incident to 0y e0ploy0ent with the Co0pany+ and that
did not 0a<e or distrib7te any copies of the foregoing.
f7rther certify that have reviewed the E0ployee Proprietary nfor0ation and nventions Agree0ent
signed by 0e and that have co0plied with and will contin7e to co0ply with all of its ter0s+ incl7ding+
witho7t li0itation+ 3i6 the reporting of any idea+ process+ invention+ technology+ writing+ progra0+ design+
for07la+ discovery+ patent+ copyright+ or trade0ar<+ or any i0prove0ent+ rights+ or clai0s related to the
foregoing+ conceived or developed by 0e and covered by the Agree0ent and 3ii6 the preservation as
confidential of all Proprietary nfor0ation pertaining to the Co0pany. !his certificate in no way li0its 0y
responsibilities or the Co0pany?s rights 7nder the Agree0ent.
(n ter0ination of 0y e0ploy0ent with the Co0pany+ will be e0ployed by 1$A.E (, $E/
E.P"('E&2 1%-S($2 and will be wor<ing in connection with the following proAects8
1#E$E&A""' %ESC&*E !)E P&(DEC!S2

Proprietary Information and Inventions Agreement

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Copyright Envision Corporation. 2002. All rights reserved.

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