CIIAA (Employee, Delaware)

The following Confidential Information & Invention Assignment Agreement (the “Agreement”) by and between [COMPANY], a Delaware corporation, (the “Company”) and the individual identified on the signature page to this Agreement (“I” or “me”) is effective as of the first day of my employment with the Company (the “Effective Date”). In exchange for the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

(a) Confidential Information Definition. I understand and agree that all information that relates to the actual or anticipated business, research or development of the Company, or to the Company’s technical data, trade secrets or know-how, including but not limited to research, product plans or other information regarding the Company’s products or services and markets therefor, customer lists and customers of the Company, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, other business information and, without duplication, Company Inventions constitute “Confidential Information.” Confidential Information shall not include information that I can document is or becomes readily available to the general public without restriction through no fault of my own or of any other person.

(b) No Disclosure of Confidential Information. I agree to hold in the strictest confidence all Confidential Information at all times during my employment with the Company and thereafter, and I further agree not to use, except in the scope of my employment for the benefit of the Company, or disclose any Confidential Information at any times during my employment with the Company and thereafter. I understand that my unauthorized use or disclosure of Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company.

(c) No Improper Use of Former Employer Proprietary Information. I agree that during my employment with the Company, I will not improperly use, disclose or induce the Company to use any trade secrets or other proprietary information of any former or concurrent employer or other person or entity. I further agree that I will not bring onto the premises of the Company or transfer onto the Company’s networks, telecommunications systems and information processing systems (including, without limitation, stored computer files, email messages and voice messages) (the “Technology Systems”) any unpublished document, proprietary information or trade secrets belonging to any such employer, person or entity unless consented to in writing by both the Company and such employer, person or entity.

(d) No Improper Use of Associated Third Party Confidential Information. I recognize that the Company may have received and, in the future, may receive confidential or proprietary information from third parties that are associated with the Company (“Associated Third Party Confidential Information”). By way of example, third parties that are associated with the Company may include the Company’s customers, suppliers, licensors, licensees, partners and collaborators and Associated Third Party Confidential Information may include the habits, practices, technology, requirements and information of such associated third parties that are related to the business conducted between such associated third parties and the Company. I agree at all times during my employment with the Company and thereafter, to hold in the strictest confidence, and not to use or to disclose to any person, firm or corporation any Associated Third Party Confidential Information, except as necessary in carrying out my work for the Company in a manner consistent with the Company’s agreement with such associated third parties. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company.