AGREEMENT CONCERNING INVENTIONS, DISCOVERIES,
IMPROVEMENTS, TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION
In consideration of employment by EPITOPE, INC., or its subsidiaries,
affiliates, successors or assigns (collectively referred to as "Employer"),
("Employee") agrees as follows:
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DISCLOSURE AND ASSIGNMENT TO EMPLOYER
Employee will disclose immediately and assign to Employer, or to any other
person designated in writing by Employer, all inventions, discoveries and
improvements, patentable or unpatentable, made, conceived or first reduced to
practice by Employee, alone or jointly with others, during his employment, which
inventions or improvements:
1. Were made, conceived or first reduced to practice in the performance of
duties assigned to or undertaken by the Employee as a part of such
employment, or
2. Were made, conceived or first reduced to practice with the material use
of the Employer's time, material, facilities or funds, or
3. Make material use of any trade secrets or other confidential
information of the Employer's with which Employee comes into contact,
or
4. Relate to any investigations or obligations undertaken by the Employer,
the details of which the Employee became aware of because of this
employment, or
5. Which relate to investigations or obligations undertaken by the
Employer and which are being performed at the physical location of
employment, and to which the Employee has access.
All such inventions, discoveries and improvements will be the sole and exclusive
property of Employer.
PERFECTION OF RIGHTS, TITLE AND INTEREST, AND OBTAINING OF PATENT
Employee will, during his employment for Employer and thereafter, perform at the
request and expense of Employer all lawful acts and execute, acknowledge and
deliver all instruments deemed necessary or desirable by Employer to vest in
Employer the entire right, title and interest in the inventions, discoveries and
improvements referenced above, and to enable Employer to properly prepare, file
and prosecute applications for and obtain and defend patents of the United
States and of foreign countries, as well as reissues, renewals and extensions
thereof, and to obtain and record title to such applications and patents, so
that Employer shall be the sole and absolute owner thereof in any and all
countries in which it may desire patent or like protection.
NONDISCLOSURE TO UNAUTHORIZED PERSONS
Unless authorized or instructed in writing by Employer, or required by legally
constituted authority, Employee will not, except as required in the course of
Employer's business, during or after his employment, disclose to others or use
any of Employer's inventions, discoveries, improvements or any trade secrets or
other confidential information, knowledge or data which he obtains during the
course of employment related to formulae, processes, machines, or compositions,
whether or not developed by him, unless and until, and then to the extent that
such items become available to the public, other than by his act or failure to
act. In addition, the Employee agrees to use his best efforts to prevent
accidental or negligent loss of such inventions, discoveries, improvements,
trade secrets or other confidential information, knowledge or data, or release
to any person not authorized to receive such items.
DELIVERY OF MODELS AND OTHER MATERIALS
During or after his employment for Employer, Employee will deliver immediately
to Employer upon its request all models, drawings, maps, plans, reports,
memoranda, dairies [sic], notes, records, plates, blueprints. sketches, letters,
manuals, documents, chemicals, biological materials and all other writings,
graphic records and materials made or compiled by, or delivered or made
available to, or otherwise obtained by him, containing or relating to any
inventions, discoveries and improvements which the Employee is required to
disclose under this agreement, or with respect to any other trade secrets or
other confidential information, knowledge or data designated by Employer which
Employee has obtained as the result of his employment. Employee will retain no
excerpts, notes, photographs, reproductions or copies of any such material.
LIST OF INVENTIONS NOT SUBJECT TO THIS AGREEMENT
Employee attaches as Exhibit A to this agreement, a list and description of all
unpatented inventions (including those for which patent applications are
pending), which he has made, conceived or first reduced to practice prior to his
employment by Employer. Exhibit A includes, and is limited to, all those
inventions, discoveries and improvements that Employee later may claim to be
excluded from this agreement. Such inventions, discoveries and improvements
shall be excluded from this agreement, unless further made or reduced to
practice in one of the manners specified in the Disclosure & Assignment section
above. Such list shall be updated by Employee from time to time to include all
inventions made, conceived or first reduced to practice during Employee's
employment, but not falling within the scope of this agreement. Employer will
not disclose to others or use any information, knowledge or data that it derives
from Exhibit A, until and unless, and then to the extent that such information,
knowledge or data becomes available to the public, other than by Employer's act
or failure to act.
OTHER LEGAL RIGHTS OF EMPLOYER
The rights and duties of Employer and Employee under this agreement are in
addition to, and not in lieu of, those rights and duties afforded to and imposed
upon them by law, or at equity.
SEVERABILITY OF PROVISIONS
The provisions of this agreement are severable, and if any provision hereof is
held invalid or unenforceable the remaining provision of this agreement shall
not be affected thereby.
SUCCESSORS, HEIRS, ASSIGNEES OR NOMINEES
This agreement shall inure to the benefit of and be binding upon Employer, its
successors, assigns or nominees and also upon Employee, his estate, heirs and
assigns.
WAIVER
No provision of this agreement may be waived by either party, except by a
writing signed by that party. The waiver of any portion of this agreement with
respect to any person or invention shall be construed narrowly and shall not
affect the right of the party granting the waiver to enforce any other provision
of this agreement or to enforce any provision of this agreement with respect to
any other person or invention.
REFERENCES TO GENDER
Any reference in this agreement to the masculine gender shall also be deemed to
refer to the feminine gender.
OREGON LAW TO BE APPLIED
The interpretation of and performance under this agreement shall be governed by
the laws of the State of Oregon.
- NOTICE TO EMPLOYEE -
This agreemenk may require transfer to your employer of certain inventions. You
may wish to consult your legal counsel for advice concerning your rights and
obligations.
X /s/ Xxxxx X. Xxxxxx 4/17/95
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Employee Signature Date
X /s/ Xxxxx X. Xxxx 4/17/95
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Witness Signature Date
Witness's Address:
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EXHIBIT A
A list and description of inventions. discoveries and improvements (including
those for which patent applications are pending) specified in Section 5 of this
agreement . List updated through .
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