Software Agreement Document Package

Redacted Document Package
This agreement is a sample of a document contained in our Software Agreement Document Package. Omitted portions are included in the fully licensed version. Documents are provided in Word and in Rich Text Format (RTF). All documents are conveniently accessed through an E-Book indexing system.

EMPLOYEE ACKNOWLEDGEMENT OF PROPRIETARY RIGHTS UPON TERMINATION

 

To Be Placed On Employer Letterhead

To Be Addressed To Employee

 

Please execute in the appropriate space provided at the bottom of this letter.  The purpose of this letter is for you to confirm that we have advised you with respect to the proprietary rights of the company and your continued obligations with respect to all such information.

 

You hereby acknowledge and agree:

 

1.                Through the course of your employment with the Company, you have been involved in and contributed to the development of certain items that are proprietary to the Company and have been exposed to certain information that is proprietary and of strategic and operational advantage of the [Portions Omitted - included In fully Licensed Version] may have included items that are copyrightable, subject to trademark protection, trade secrets, confidential, subject to patent pro [Portions Omitted - included In fully Licensed Version] considered by the Company to be proprietary in nature. They include things such as business and marketing plans, strategic development plans, financial information, market studies, promotional plans, a [Portions Omitted - included In fully Licensed Version] and source codes, databases and database engines, logos, web sites, system documentation, computer algorithms, data, enhancements and improvements, training programs, customer inquiries and complaints, mo [Portions Omitted - included In fully Licensed Version]ts, and other information and materials that are of a strategic importance to the Company. These items are all assets of the Company and are of considerable business and strategic advantage to the Company and is protected und [Portions Omitted - included In fully Licensed Version]e secret law, patent law, trademark law, and a variety of state laws and under provisions that are included in any [Portions Omitted - included In fully Licensed Version]eement or other agreement that you may have signed and under the general employment policies of the Company.

 

2.                You acknowledge and agree that your contributions to the development of all proprietary i [Portions Omitted - included In fully Licensed Version] was done in the course and within the scope of your employment and that all work product arising and resulting from your efforts is the property of the Company.

 

3.                You acknowledge that the [Employment Agreement; Confidentiality Agreement; Other Agreement] tha [Portions Omitted - included In fully Licensed Version]r initial employment with the Company, as well as the Company Policy On Proprietary Information, state that all such work product is the proprietary property of the Company.

 

4.                You acknowledge and agree that all of the work product that you developed or contributed to, directly [Portions Omitted - included In fully Licensed Version]our term of employment with the Company, were “works made for hire” as defined in the United States Copyright Act and as such the Company will be deemed as the “author” of such work product for Copyright Law purposes.

 

5.                Upon your termination, you must refrain from any use, disclosure or exploitation of all proprietary information of the Company, including such proprietary information that was [Portions Omitted - included In fully Licensed Version]forts.  The Company claims all copyrights and other legal protection in and to such information and as such, any use by you of s [Portions Omitted - included In fully Licensed Version] will be an infringement on the rights of the Company, in addition to being a violation of any agreement that you may have signed and this Agreement.  Certain of the Company’s proprietary i [Portions Omitted - included In fully Licensed Version] under state and federal trade secrets laws which your use or disclosure of such information would also violate.

 

6.                Prior to departing from the Company facilities, you shall turn over all items in your possession that contain any proprietary information of the Company.  By executing in the space provid [Portions Omitted - included In fully Licensed Version]rtify, acknowledge, agree, represent and warrant that all items containing any proprietary information of the Company have been delivered to the Company and that you are no longer in possession of any such materials.

 

7.                You acknowledge and agree that all Company proprietary information is of substantial value and strategic importance to the Company and that disclosure or use of the same will cause irreparable injury to the Company and its prospects.  As such, you agree that damages and [Portions Omitted - included In fully Licensed Version]he event of unauthorized disclosure or use would difficult to ascertain and calculate with certainty.  The Company will be entitled to equitable relief, including but not limited to injunction against [Portions Omitted - included In fully Licensed Version]se and disclosure of any Company proprietary information.  You agree that these equitable remedies are appropriate forms of relief.

 

BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVEP REVIOUSLY ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICT [Portions Omitted - included In fully Licensed Version] AND THAT YIU UNDERSTAND THAT THE TERMS OF THOSE RESTRICTIONS CONTINUE INDEFINATELY FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY.  YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND COMPANY POLICIES WITH RESPECT TO P [Portions Omitted - included In fully Licensed Version]MATION AND THAT YOU WILL TAKE NO ACTIONS CONTRARY THERETO.

 

YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH ALL OF THE ITEMS CONTAINED HEREIN.

 

 

                  FOR THE COMPANY

 

                                   By:__________________________

                                      [Corporate Officer or Personnel Director]

 

I hereby acknowledge and

Agree to the forgoing terms:

 

 

 

___________________________

Departing Employee

 

Executed this _____ day of _______________, 20__.