Treasures Nda
Treasures Nda
2. Representation and Warranties. Signator represents and warrants that their relationship
with Company will not cause or require he/she/it to breach any obligation to, agreement,
or confidence related to confidential, trade secret and proprietary information with any
other person, company or entity. Further, Signator acknowledges that a condition of this
relationship is that he/she/it has not brought and will not bring or use in the performance
of his/her/its duties at Company any proprietary or confidential information, whether or
not in writing, of a former employer without that employer’s written authorization.
Breach of this condition results in automatic termination of the relationship as of the time
of breach. Except as may be noted on the back of the signature page hereof, there are no
inventions of Signator heretofore made or conceived by Signator that Signator deems to be
excluded from the scope of this Agreement, and Signator hereby releases Company from
any and all claims by the Signator by reason of any use by Company of any invention
heretofore made or conceived by Signator.
3. Confidentiality. Signator hereby acknowledges that Company has made, or may make,
available to Signator certain formation relating to hidden treasures, including sites,
research, known artifacts and historical finds. This information is the culmination of many
decades of work and research and this is proprietary to the Company. In addition,
Company may provide customer lists, pricing data, supply sources, techniques,
computerized data, maps, methods, product design information, market information,
technical information, benchmarks, performance standards and other confidential and/or
Proprietary Information of, or licensed to, the Company or its clients/customers
(“Customers”), including without limitation, trade secrets, inventions, patents, and
copyrighted materials (collectively, the “Confidential Material”). Signator acknowledges
that this information has independent economic value, actual or potential, that is not
generally known to the public or to others who could obtain economic value from their
All right, title, and interest of every kind and nature whatsoever in and to the Proprietary
Information made, written, discussed, developed, secured, obtained or learned by
Signator during the term of the relationship with the Company or the
[time] period immediately following termination of that relationship, shall be the sole and
exclusive property of Company for any purpose or use whatsoever, and shall be disclosed
promptly by Signator to Company. The covenants set forth in the preceding sentence
shall apply regardless of whether any Propriety Information is made, written, discussed,
developed, secured, obtained or learned (a) solely or jointly with others, (b) during the
usual hours of work or otherwise, (c) at the request and upon the suggestion of Company
or otherwise, (d) with Company’s materials, tools, instruments, or (e) on Company's
premises or otherwise.
Signator shall comply with any reasonable rules established from time to time by
Company for the protection of the confidentiality of any Proprietary Information.
Signator irrevocably appoints the President and all Vice Presidents of the Company to act
as Signator’s agent and attorney-in-fact to perform all acts necessary to obtain and/or
maintain patents, copyrights and similar rights to any Proprietary Information assigned by
Signator to Company under this Agreement if (a) Signator refuses to perform those acts,
or (b) is unavailable, within the meaning of any applicable laws. Signator acknowledges
Signator shall promptly and fully disclose to Company, in confidence (a) all Proprietary
Information that Signator creates, conceives or reduces to practice in writing either alone
or with others during the term of this Agreement, and (b) all patent applications and
copyright registrations filed by Signator within one year after termination of this
Agreement, including but not limited to materials and methodologies involved.
Any application for a patent, copyright registration or similar right filed by Signator
within one year after termination of this Agreement shall be presumed to relate to
Proprietary Information created by Signator during the term of this Agreement, unless
Signator can prove otherwise with reasonable certainty.
5. Works for Hire. Signator acknowledges that all works of authorship performed for
Company are subject to Company’s direction and control and that such works constitute a
work for hire pursuant to Title 17, United States Code, Sections 101 and 201(b).
6. Assignment. Company shall own as its sole and exclusive property, and Signator agrees
to assign, transfer, and convey and or its authorized nominees all of his or her right, title
and interest in and to any and all said “ideas” that related generally to Company’s
business, including but not limited to any inventions, processes, improvements, ideas,
copyrightable works of art, trademarks, copyrights, formulas, manufacturing technology,
developments, writings, discoveries, and trade secrets that Signator may make, conceive,
or reduce to practice, whether solely or jointly with others, copyrightable, patentable or
unpatentable, from the date of this Agreement or the date of first employment with
Company if earlier, until the termination of Signator’s employment. Signator is not
required to assign any invention where no Company equipment, supplies, facilities or
trade secret information was used and that was developed entirely on Signator’s own time
Signator further agrees that the obligations and undertakings stated in this paragraph will
continue beyond termination of employment for any reason by the Company, but if
Signator is called upon for such assistance after termination of employment, Signator is
entitled to fair and reasonable fee in addition to reimbursement of any expenses incurred
at the request of the Company.
8. Patent Application. Company agrees to pay all expenses in connection with the
preparation and prosecution of any patent or trademark applications in the United States
of America and all foreign countries wherein Company may desire to obtain patents.
Company agrees to pay Signator a reasonable cash award upon execution by Signator of
application for United States Letters Patent for such invention or improvement and
issuance of a patent on said application, together with an assignment thereof to Company.
i. embodied in the United States Letters Patent or an application for United States
Letters Patent filed prior to commencement of this employment; or
10. Business Opportunities. During the terms of this Agreement, if Signator becomes aware
of any project, investment, venture, business or other opportunity (any of the preceding,
collectively referred to as an “Opportunity”) that is similar to, competitive with, related
to, or in the same field as Company, or any project, investment, venture, or business of
Company, then Signator shall so notify Company immediately in writing of such
Opportunity and shall use Signator’s good-faith efforts to cause Company to have the
opportunity to explore, invest in, participate in, or otherwise become affiliated with such
Opportunity.
11. No Ownership. Neither Signator nor any of their agents or principals shall become or be
deemed an owner, partner, joint venture or agent of or with Company or any of its
affiliates or related companies or businesses by reason of this Agreement or his/her
relationship with Company unless set forth in a separate written agreement signed and
dated by the parties. Neither Company nor Signator nor any agent, Signator, officer or
independent contractor of or retained by Signator shall have any authority to bind the
other in any respect unless set forth in a separate written agreement signed and dated by
the parties.
12. Solicitation of Employees. Signator agrees that he/she will not, either during the period
of this Agreement, or for a period of year after this Agreement has terminated, solicit
any of Company’s employees for a competing business or otherwise induce or attempt to
induce such employees to terminate their employment with Company.
15. Continuing Effects. Signator’s obligations regarding trade secrets and confidential
information shall continue in effect beyond the period of the relationship as stated above,
and said obligation shall be binding upon Signator’s spouse, affiliates, assigns, heirs,
executors, administrators, or other legal representatives.
16. Subsidiaries And Parents. For the purposes of this Agreement, the term “Company”
shall also be deemed to include any affiliated organization that owns fifty percent (50%)
or more of the voting stock, whether or not Signator is directly employed by such other
organization.
17. Non-Filing. Signator specifically agrees that Company’s rights granted hereunder shall
include the right not to file for copyrights or domestic or foreign patents when such is
considered by Company in its sole discretion appropriate for the business objectives of
Company.
18. Notice to Signator. This Agreement does not apply to any invention for which no
equipment, supplies, facility, or trade secret information of Company was used and that
was developed entirely on Signator’s own time and:
i. That does not relate (1) to Company’s business or (2) to the actual or anticipated
research or development work of Company; or
ii. That does not result from any work performed by Signator or Company. The
burden of proof is on the Signator with respect to the exceptions of this
Paragraph.
19. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute a single integrated
document.
20. Severable Provisions. The provisions of this Agreement are severable, and if any one or
more provisions may be determined to be illegal or otherwise unenforceable, in whole or
21. Attorneys’ Fees. In the event any litigation, arbitration, mediation or other proceeding
(“Proceeding”) is initiated by any party against any other party to enforce, interpret or
otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the
prevailing party in such Proceeding shall be entitled to recover from the unsuccessful
party all costs, expenses and actual attorney's fees relating to or arising out of (a) such
proceeding, whether or not such proceeding proceeds to judgment, and (b) any post-
judgment or post-award proceeding, including without limitation one to enforce any
judgment or award resulting from any such Proceeding. Any such judgment or award
shall contain a specific provision for the recovery of all such attorneys’ fees, costs, and
expenses. Any such judgment or award shall contain a specific provision for the
recovery of all such subsequently incurred costs, expenses and actual attorney’s fees.
22. Modifications. This Agreement may be modified only by a contract in writing executed
by the party to this Agreement against whom enforcement of such modification is sought.
23. Prior Understandings. This Agreement contains the entire agreement between the
parties to this Agreement with respect to the subject matter of the Agreement, is intended
as a final expression of such parties' agreement with respect to such terms as are included
in this Agreement is intended as a complete and exclusive statement of the terms of such
agreement, and supersedes all negotiations, stipulations, understanding, agreements,
representations and warranties. If any, with respect to such subject matter, which precede
or accompany the execution of this Agreement.
24. Waiver. Any waiver of a default under this Agreement must be made in writing and
shall not be a waiver of any other default concerning the same or any other provision of
this Agreement. No delay or omission in the exercise of any right or remedy shall impair
such right or remedy or be constructed as a waiver. A consent to or approval of any act
shall not be deemed to waive or render unnecessary consent to or approval of any other or
subsequent act.
25. Drafting Ambiguities. Each party to this Agreement has reviewed and had the
opportunity to revise this Agreement. Each party to this Agreement has had the
opportunity to have legal counsel review and revise this Agreement. The rule of
construction that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or of any amendments or exhibits to this
Agreement.
27. Receipt of Copy. Signator hereby acknowledges that he/she/it has received a signed
copy of this Agreement.
BY: BY:
Title Title
Signator Company
Date Date