Work-For-Hire and Proprietary Agreement

 

THIS WORK-FOR-HIRE AND PROPRIETARY AGREEMENT is between ______________________ (YOUR COMPANY) and ______________________ (CONTRACTOR), who desire to investigate the possibility of a business arrangement relating to: _____________________________________________

As President of _________, I am pleased to have you working with _________. It is necessary to provide you with certain trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, business relationships, financial information, or other subject matter pertaining to the business of __________ or any of its affiliates, clients, consultant, or licensees (collectively referred to as "Proprietary Information").

As an Officer of __________, it is my duty to protect the interests of the company. I request your promise to keep confidential and not to use or disclose our Proprietary Information in any way, except between you and __________.

We require that you do not disclose any Proprietary Information or trade secrets of any former or existing employers or companies, and that you agree that whatever you present to us is not confidential and can be used by __________ without obligation to you or others.

We do not wish to receive from you any inventions and original work which is your property, unless it is first agreed to by you and __________ in advance, and all conditions or forms of compensation are put in writing and signed by you and an Officer of __________.

Sole rights and benefits of any and all inventions, original works of authorship, developments, improvements or trade secrets conceived or developed or put into practice, during t he course of your work with __________, will become and remain Proprietary Information and Property of ___________. ___________ is free to obtain whatever Patents, Copyrights, and Rights of Authorship or Works it chooses without obligation to you. This of course does not apply to works outside the scope of your work with __________. However, it is your responsibility to immediately notify __________ in writing of such outside works if they may be viewed as similar to or in conflict with your work with __________. At that time you and an Officer of ____________ will determine what appropriate action(s) to take.

If you concur wit h this and want to continue from this point, please sign both copies of this letter, keeping one copy for your records and returning the second copy to __________.

_______________________________  _______________________________
(PRINT NAME)                                                     (PRINT NAME)

_______________________________  _______________________________
(SIGNATURE)                                                       (SIGNATURE)

_______________________________  _______________________________
TITLE                                                                      TITLE

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