PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT
The undersigned is being hired to perform services as an employee or
independent contractor working for Redneck Foods, Inc., a Delaware
corporation ("Company"). In consideration of the undersigned's original and
continuing employment with or work for Company in a capacity in which he or
she may receive access or contribute to the production of Confidential
Information (as defined below), the undersigned agrees as follows:
For purposes of this Agreement, "Confidential Information" shall mean
information or material proprietary to Company or designated as Confidential
Information by Company and not generally known by non-Company personnel,
which the undersigned develops or of which the undersigned may obtain
knowledge or access through or as a result of the undersigned's relationship
with Company (including information conceived, originated, discovered or
developed in whole or in part by the undersigned). The Confidential
Information includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced
to writing): discoveries, ideas, inventions, concepts, software in various
stages of development, designs, drawings, specifications, techniques, models,
data, source code, object code, documentation, diagrams, flow charts,
research, development, processes, procedures, "know-how", marketing
techniques and materials, marketing and development plans, customer names and
other information related to customers, price lists, pricing policies,
financial information and employee files. Confidential Information also
includes any information described above which Company obtains from another
party and which Company treats as proprietary or designates as Confidential
Information, whether or not owned or developed by Company. INFORMATION
PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER THE TIME
THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC INFORMATION OR
KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE OF SIMILAR
EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE, SHALL NOT BE DEEMED PART OF THE
CONFIDENTIAL INFORMATION.
All notes, data, reference materials, sketches, drawings, memoranda,
documentation and records in any way incorporating or reflecting any of the
Confidential Information and all proprietary rights therein, including
copyrights, shall belong exclusively to Company and the undersigned agrees to
turn over all copies of such materials in the undersigned's control to
Company upon request or upon termination of the undersigned's employment with
Company.
The undersigned agrees during his or her employment by Company and thereafter
to hold in confidence and not to directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any
person or entity, or utilize any of the Confidential Information for any
purpose, except in the course of the undersigned's work for Company.
The undersigned agrees that any inventions, ideas or original works of
authorship in whole or in part conceived or made by the undersigned during or
after the term of his or her employment or relationship with Company which
are made through the use of any of the Confidential Information or any of
Company's equipment, facilities, supplies, trade secrets or time, or which
relate to the Company's business or the Company's actual or demonstrably
anticipated research and development, or which result from any work performed
by the undersigned for Company, shall belong exclusively to Company and shall
be deemed part of the Confidential Information for purposes of this Agreement
whether or not fixed in a tangible medium of expression. Without limiting
the foregoing, the undersigned agrees that any such original works of
authorship shall be deemed to be "works made for hire" and that Company shall
be deemed the author thereof under the U.S. Copyright Act (Title 17 of the
U.S. Code), provided that in the event and to the extent such works are
determined not to constitute "works made for hire" as a matter of law, the
undersigned hereby irrevocably assigns and transfers to Company all right,
title and interest in such works, including but not limited to copyrights.
This agreement shall be construed in accordance with the provisions of
Section 2870 of the California Labor Code (a copy of which is attached
hereto) relating to inventions made by an employee, and accordingly this
Agreement is not intended and shall not be interpreted to assign to or vest
in Company any of the undersigned's rights in any inventions other than those
described in the first sentence of this Section 4.
Attached is a complete description of all inventions or original works of
authorship made by the undersigned prior to his or her employment with
Company, and it is agreed that these inventions and original works of
authorship shall be excluded from the provisions of Section 4 above.
Because of the unique nature of the Confidential Information, the undersigned
understands and agrees that Company will suffer irreparable harm in the event
that the undersigned fails to comply with any of his or her obligations under
Sections 2, 3 or 4 above and that monetary damages will be inadequate to
compensate Company for such breach. Accordingly, the undersigned agrees that
Company will, in addition to any other remedies available to it at law or in
equity, be entitled to injunctive relief to enforce the terms of Sections 2,
3 and 4 above.
This Agreement shall be governed by California law applicable to contracts
between residents of California which are wholly executed and performed in
California. This Agreement contains the full and complete understanding of
the parties with respect to the subject matter hereof and supersedes all
prior representations and understandings, whether oral or written. In the
event that any provision hereof or any obligation or grant of rights by the
undersigned hereunder is found invalid or unenforceable pursuant to judicial
decree or decision, any such provision, obligation or grant of rights shall
be deemed and construed to extend only to the maximum permitted by law, and
the remainder of this Agreement shall remain valid and enforceable according
to its terms.
I agree to the above terms and acknowledge receipt of a copy of this
Agreement.
Date: ____________________________
Signature: ________________________
Name (printed): ___________________
Social Security No: _________________
Mailing Address: ___________________
CALIFORNIA LABOR CODE
2870. Employment Agreements; Assignment of Rights
(a) Any provision in an employment agreement which provides that an
employee shall assign or offer to assign any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information,
except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business or actual or demonstrably anticipated
research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.
