Proprietary Information & Inventions Agreement (PIIA)

# Proprietary Information & Inventions Agreement This Proprietary Information & Inventions Agreement (this "Agreement") is entered into as of ___________ (the "Effective Date") by and between: **Company:** ___________, a company organized under the laws of the State of ___________ (the "Company"); and **Employee:** ___________, holding the position of ___________ (the "Employee"). In consideration of the Employee's employment or continued employment with the Company, the compensation paid for that employment, and the Company's agreement to disclose Proprietary Information to the Employee, the parties agree as follows. ## 1. Confidential Information ### 1.1 Definition "Proprietary Information" means any and all non-public information, in whatever form, that the Employee learns, develops, or has access to in connection with employment by the Company, whether disclosed by the Company or developed by the Employee, including without limitation: - Trade secrets, know-how, inventions, processes, formulas, and techniques - Source code, object code, algorithms, software architecture, and technical designs - Business plans, strategies, forecasts, financial data, and budgets - Customer and prospect lists, supplier and vendor information, and pricing - Product roadmaps, research, development plans, and unreleased features - Personnel information and the terms of the Company's agreements with third parties Proprietary Information includes information of the Company and information of any third party that the Company is obligated to keep confidential. ### 1.2 Nondisclosure and Restricted Use The Employee shall hold all Proprietary Information in strict confidence, shall not disclose it to any person or entity except as required to perform the Employee's duties for the Company, and shall use it solely for the benefit of the Company and only in the course of the Employee's authorized duties. The Employee shall protect Proprietary Information using at least the same degree of care the Employee uses to protect the Employee's own confidential information, but in no event less than reasonable care. ### 1.3 Exclusions The obligations in this Section do not apply to information that: (a) is or becomes publicly known through no fault or breach of the Employee; (b) was rightfully in the Employee's possession without obligation of confidence before disclosure by the Company, as shown by written records; or (c) is lawfully received by the Employee from a third party who has the right to disclose it without restriction. ### 1.4 Survival The Employee's obligations under this Section survive the termination of employment, for whatever reason, and continue for so long as the relevant information remains a trade secret or otherwise non-public. ## 2. Assignment of Inventions ### 2.1 Definition