Overview

These terms set out the rules about confidential information and intellectual property for your work for the company. If the company employs you, these terms apply to your work as an employee. If the company hires you as a contractor, these terms apply to your work as a contractor.

Confidentiality

Purpose of Confidentiality

The purpose of Confidentiality is to protect the company’s confidential information, as well as the confidential information that others have entrusted to the company.

Confidential Information

With the exceptions listed in Not Confidential Information, Confidential Information means:

  1. all information that the company shares with you during your work for the company

  2. any information the company shared with you before you started work with the company, as a head start bringing you up to speed for work

  3. other information derived from these kinds of information

Not Confidential Information

Public Information

Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as a result of breach of this agreement, ceases to be Confidential Information.

Information Acquired Otherwise

Information that you receive other than from the company is not Confidential Information, unless the disclosure breached a confidentiality obligation to the company.

Independently Developed Information

Information you develop or discover independently is not, or ceases to be, Confidential Information. You will bear the burden of proving independent development or discovery using documentary evidence from the time you developed or discovered the information.

Nondisclosure

Except as required by law, you agree not to disclose Confidential Information to anyone.

Limited Use

You agree to use Confidential Information only in your work for the company, to benefit the company.

Security Measures

You agree to take reasonable measures to secure materials containing Confidential Information. If the company provides written security requirements for some or all Confidential Information you receive, you agree to either follow those requirements or to notify the company immediately that you will not.

Preserve Proprietary Notices

You agree not to remove any proprietary notices attached to materials containing Confidential Information.

Legally Required Disclosure

These rules apply when the law requires you to disclose Confidential Information, or when you reasonably suspect the law may require you to:

Give Notice of Required Disclosure

If the law allows, you agree to promptly notify the company of the nature of the requirement and the Confidential Information affected. If practical, you agree to give notice quickly enough to give the company a practical chance to start a proceeding to protect the confidentiality of the Confidential Information. On company request, you agree to cooperate with the company in the proceeding by providing reasonable assistance.

Cooperate and Assist

On company request, you agree to cooperate with the company and provide reasonable assistance to the company in any proceeding to protect the confidentiality of Confidential Information. The company agrees to reimburse your reasonable out-of-pocket expenses of that cooperation and assistance.

Give Notice of Leaks

You agree to tell the company in writing whenever you become aware, suspect, or anticipate that Confidential Information has been or will be disclosed or used in breach of this agreement or other confidentiality agreements with the company.

Return and Destruction

When your work with the company ends, or when the company asks you to in writing, you agree to promptly:

  1. return all materials containing Confidential Information that the company provided with a request to return

  2. destroy all parts of other materials that contain Confidential Information

After Termination

These obligations under Confidentiality continue after your work with the company ends:

  1. your obligations for Confidential Information that you knew or reasonably should have known constituted a trade secret continue as long as the Confidential Information remains a trade secret

  2. your obligations for other Confidential Information survive for five calendar years from the date your work with the company ended

No License

The company does not grant you any license for Intellectual Property Rights in Confidential Information.

No Warranty

The company does not make any warranty that Confidential Information will be complete or accurate.

Defend Trade Secrets Act Notice

Per the Defend Trade Secrets Act of 2016:

  1. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

    1. is made:

      1. in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

      2. solely for the purpose of reporting or investigating a suspected violation of law; or

    2. is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

  2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

    1. files any document containing the trade secret under seal; and

    2. does not disclose the trade secret, except pursuant to court order.

Intellectual Property

Intellectual Property Rights

Intellectual Property Rights are legal rights in ideas, inventions, information, and other things that aren’t physical property. Copyrights, patents, trade secrets, and trademarks are the most common. When these terms say Intellectual Property Rights, they also mean legal rights in applications and registrations to protect Intellectual Property Rights.

Purpose of Intellectual Property Terms

The purpose of Intellectual Property is to make sure the company gets ownership of all Intellectual Property Rights in your work for the company, or least very broad permission to use it. Since the legal rules about intellectual property are a bit complicated, these terms are, too. But at a high level:

  1. You promise to let the company know about the work you do in Disclosure.

  2. If the law allows the company to own your work to begin with, Work Made for Hire makes it so.

  3. If rights in your work unavoidably belong to you to start, you transfer them to the company in Assignment.

  4. If you can’t transfer your rights, or use the rights of others, you license them to the company in License.

  5. If you can’t transfer special moral rights, such as in artwork, you agree not to enforce those rights in Moral Rights.

Covered Intellectual Property

General Definition

New Intellectual Property means all intellectual property in these kinds of work, created by you alone or with others:

  1. work you did before starting work with the company, as a head start on work for the company

  2. work you do for the company

  3. work you create using equipment, supplies, facilities, or confidential information from the company

  4. any work building on any of this kind of work

State Law Exclusions

Some states have laws that prevent terms like these from assigning intellectual property rights created outside work. For example, section 2870 of the California Civil Code. If you live in one of those states, New Intellectual Property does not include any rights that can’t be legally assigned under state law.

Disclosure

You agree to keep records of the work create for the company, and to promptly disclose New Intellectual Property covered by these terms to the company in writing, as it is created. If you’re not sure whether you’ve created New Intellectual Property, you agree to disclose your work to the company anyway, so the company can decide.

Work Made for Hire

Express Agreement to Make “Work Made for Hire”

Subject to State Employment Law Exception, as far as the law allows, New Intellectual Property will be “work made for hire” under copyright law.

State Employment Law Exception

Some states have laws that make workers who agree to make “work made for hire” into employees, even if they would otherwise be contractors. For example, section 3351.5(c) of the California Labor Code and section 686 of the California Unemployment Insurance Code. If you live in one of those states and work for the company as a contractor, Express Agreement to Make “Work Made for Hire” does not apply if it would make you an employee under your state’s law.

Assignment

Assignment of Rights

You assign all your rights in New Intellectual Property that aren’t covered by Work Made for Hire to the company.

Further Steps

You agree to do everything necessary to paper assignments in Assignment, make them legally effective, and help the company enforce the rights assigned. We will notify you by e-mail of any further steps required, provide all necessary documentation, and reimburse you for reasonable out-of-pocket expenses.

Acting on Your Behalf

What the Company Can Do

We can take action under Further Steps on your behalf if we can’t find you, if you aren’t capable of doing so, or if you refuse to do so.

In legal terms of art, we intend What the Company Can Do to appoint us as your “attorney in fact with full right of substitution” t act on your behalf under Further Steps.

License

You give the company a license for all rights in New Intellectual Property that aren’t covered by Work Made for Hire or Assignment, as well as any Intellectual Property Rights of others that you use in work for the company. That license allows the company to do anything that would otherwise infringe Intellectual Property Rights, and to sublicense others to do so. The license isn’t limited in time or otherwise, and you may not take it back.

Moral Rights

If the law gives you “moral rights” in work for the company that you can’t assign, you waive those rights and promise not to enforce them against anyone.

Responsibilities

You guarantee that:

  1. agreeing to these terms and following them won’t cause you to break any other agreement with anyone else

  2. you will not use or build on Intellectual Property Rights that you can’t license to the company under License in work for the company

  3. you will not infringe the Intellectual Property Rights of others in work for the company

General Contract Terms

Law

If the company employs you, the law of the state where you work will govern all rights and duties under these terms. If the company hires you as a contractor, the same law that governs your contract governs these terms.

Disputes

If the company employs you, we agree to make any legal claims related to these terms only in the federal or state courts nearest the address that the company provides with its signature. If the company hires you as a contractor, we agree to follow the dispute-resolution terms of your contract for legal claims related to these terms.

Whole Agreement

These terms and any document incorporating them by reference list all the terms you and the company agree to about confidentiality and intellectual property in your work for the company.

No Assignment

You may not assign our agreement without written permission from the company. The company can assign our agreement, as a whole, to another business entity that acquires its stock or substantially all its assets, or to a new business entity set up to change its legal for or jurisdiction. Any attempt to assign rights under our agreement against these terms has no legal effect.

No Delegation

Neither side may delegate any duty under our agreement. Any attempt to delegate has no legal effect.

Unenforceable Terms

If a court decides that any part of these terms can’t be enforced, for any reason, the rest of these terms will continue to apply.

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Type Form
Publisher squareone
Project confidentiality-and-intellectual-property
Edition first draft of first edition (1e1d)
Published June 13, 2020
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