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Appendix C for Non-competition Covenants and Protection of Trade Secrets and Other Intellectual Property in Employment Agreementsby Lee Carl Bromberg Drafting Termination Documents © 1996 Lee Carl Bromberg Revised March, 1995 Appendix C Lablaw, Inc. Acknowledgment Upon Termination of Employment I have re-read and understand my obligations under Paragraph 9 of my Employment Agreement with LABLAW, Inc. and will abide therewith. DEFINITIONS. The following definitions shall form an integral part of this Acknowledgment. LABLAW. LABLAW, Inc., and except where context otherwise requires, its affiliates. Affiliate. Means any business entity controlled by, controlling or under common control with LABLAW, other than Lablaw Limited Partnership. Trade Secrets. Concepts, devices, designs, developments, disclosures, discoveries, formulae for chemical compounds, ideas, improvements, inventions, know-how, materials, formulations, methods, processes, research and development projects and results, specifications, systems, technical data, and any other technical information concerning the identity of actual or prospective customers or suppliers, business and marketing plans and strategies, all whether written or unwritten, and whether patentable or not. Related Materials. Any and all documentation, memoranda, notebooks, photos, sketches, prints, drawings, research materials, charts, graphs, machinery, prototypes, tools, written material, and plans. Partnership. Lablaw Limited Partnership, a Massachusetts limited partnership. Proprietary Information. All Trade Secrets and Related Materials, plus such financial data, statistical data, marketing data, data of all kinds, production and other costs, salaries, and any other information dealing with business operations or proposed business activities which Employee knows or has reason to know are intended by LABLAW to remain confidential. OWNERSHIP, ASSIGNMENT, AND DISCLOSURE OF TRADE SECRETS, RELATED MATERIALS, PROPRIETARY INFORMATION, AND PATENTS. (a) Acknowledgment: The Employee recognizes that LABLAW is or will be engaged in highly competitive business in which the protection of its and the Partnership's Trade Secrets, Related Materials, Proprietary Information, and Patents is essential to the success of LABLAW. (b) Prior Inventions: As a matter of record, and in order to avoid disputes over the applications of the Paragraph 9, Employee attaches to this Agreement as Schedule B, a complete list of all inventions made, conceived, or first reduced to practice alone or jointly with others, prior to his employment, that are not, and will not be, described in a publication or patent application in existence on the effective date of this Agreement, and that Employee wants to exclude from the effect of this Agreement. If Employee has no such Inventions as of the effective date of this Agreement, Employee should represent that it has no such Inventions where indicated on Schedule B. (c) Ownership of Trade Secrets, Related Materials, and Proprietary Information: Employee acknowledges and agrees that LABLAW and its successors and assigns are the sole, absolute, unqualified, and exclusive owner of all Trade Secrets, Related Materials, and Proprietary Information learned, supplied, developed, or conceived by Employee during Employee's employment with LABLAW, even if learned or developed with, by, or from other sources. The Employee also agrees that he/she will not use for personal benefit during or after employment with LABLAW any information relating to Trade Secrets, Related Materials, or Proprietary Information owned or controlled by LABLAW or the Partnership and acquired during employment at LABLAW. (d) Assignment of Trade Secrets, Related Materials, Proprietary Information, and Patents: In consideration of his/her employment by LABLAW and the salary or wages to be paid or being paid to Employee and regardless of any change in Employee's salary or the nature of Employee's employment, Employee hereby Assigns to LABLAW (or to an Affiliate as agent for the Partnership, as LABLAW, the Affiliate and the Partnership shall agree), his/her entire right, title, and interest in and to any and all Trade Secrets, Related Materials, and Proprietary Information (i) originated with, learned, acquired, or developed by Employee solely or jointly with others, whether on company time or his/her own, during the period of employment with LABLAW, or (ii) created or developed using LABLAW's resources or materials, or (iii) suggested by any work which Employee has done, is doing, or may do, for LABLAW, so far and only so far as the same relate to or may be useful in the business of LABLAW as now or at anytime carried on, including experimental or research work. (e) Assistance in Prosecution of Patents, Etc.: LABLAW or its assigns, at their expense, shall be entitled to procure letters patent, domestic or foreign, or copyrights, on any of the Trade Secrets, Related Materials, and Proprietary Information above assigned, in their own name. Employee shall execute all documents necessary to permit LABLAW or its assigns to obtain such letters patent or copyrights, and will cooperate fully in regard to such person obtaining or attempting to obtain such letters, patents, or copyrights, Employee further agrees to sign all papers, take all rightful oaths, and perform all acts necessary to make this Agreement effective as to any particular Trade Secret, Related Material, Proprietary Information, application for Letters Patent, domestic or foreign, including any extension, division or reissues thereof, and will do all lawful acts to protect the patents, copyrights, and other rights and interests of LABLAW, an Affiliate, or the Partnership, including the giving of testimony without expense to Employee and without further compensation except as provided for in accordance with LABLAW's "Patent Awards Policy", a copy of which is attached hereto as Schedule C and made a part of this Agreement by reference. (f) Non-Disclosure of Trade Secrets Related Materials. and Proprietary Information: Employee agrees that at no time, whether during Employee's employment by LABLAW or at any time thereafter, and regardless of the reason for the termination of Employee, shall Employee disclose any Trade Secret, Related Materials, or Proprietary Information owned or controlled by LABLAW or the Partnership to any person, firm, government entity, corporation, association, or entity without the prior written consent of LABLAW, the Affiliate or the Partnership, whichever is authorized to permit such disclosure, nor shall Employee disclose any Trade Secrets, Related Materials, or Proprietary Information furnished to LABLAW or Partnership under confidential or proprietary contracts or agreements with any other person, firm, government agency, or entity. (h) Acknowledgment Upon Termination of Employment: At the time of the Employee's termination of employment with LABLAW, regardless of the circumstances or cause of said termination, Employee shall execute the Employee's standard Termination Certificate, a copy of which is attached hereto as Schedule D, and made a part hereof as reference, which confirms the substance of these provisions I certify that in accordance with the terms of said Agreement, I have disclosed to LABLAW any and all inventions, formulas, methods, materials formulations, devices, ideas, concepts, developments, research results, discoveries, and improvements, patentable or unpatentable, originating with, acquired or developed by me solely or jointly with others, during the course of my employment with LABLAW. I certify that all Proprietary Information, Trade Secrets, and Related Materials that are the property of employers previous to my employment with LABLAW, were not disclosed to LABLAW or any of its Affiliates, nor were these used during my employment at LABLAW. I further certify that I have not in the past, and will not in the future, use for my own benefit or disclose to any person, firm, government agency, corporation, association, or entity any Trade Secret, Related Material, or Proprietary Information owned or controlled by LABLAW without the prior written consent of LABLAW. Neither have I in the past nor will I in the future, disclose any Trade Secret, Related Material, or Proprietary Information furnished to LABLAW under confidential or proprietary contracts or agreements with any other person, firm, government agency or entity, except to such extent as has been necessary and permitted in the original course of performance of my duties as an Employee of LABLAW. Witness Employee Date Return to "Protecting Trade Secrets and Other Intellectual Property in Employment Agreements" © 2005 Bromberg & Sunstein LLP |
