Exhibit 10.3
CSP INC.
EMPLOYEE INVENTION AND NON-DISCLOSURE AGREEMENT
In consideration of my employment by CSP Inc., a Massachusetts corporation,
or any parent, subsidiary or successor corporation or organization (hereinafter
collectively called the "Company"), and of the wages and/or salary to be paid
me, I hereby covenant and agree with the Company as follows:
1. DISCLOSURE OF INVENTIONS
I agree that I will forthwith communicate in writing to the Company, or such
individual as the Company may from time to time designate, a full and complete
disclosure of any and all research and other information, inventions,
discoveries and improvements ("Inventions") made, developed and/or conceived
while in the employ of the Company and (ii) during the six (6) month period
following the termination of my employment or other association with the Company
and which are reasonably related to the business of the Company.
2. ASSIGNMENT OF INVENTIONS
I agree to, and hereby do, assign and transfer to the Company, or its
nominee or designee (without any separate renumeration or compensation to me
other than the compensation received or assigned to me from time to time in the
course of my aforesaid employment), all my right, title and interest throughout
the world in and to such Inventions, together with the right to file and/or own
wholly and without restriction applications for United States and foreign
patents and trademarks and any patent and trademark issued or issuing thereon. I
agree to execute all appropriate patent applications for securing all United
States and foreign patents on all Inventions and to do, execute and deliver any
and all acts and instruments that may be necessary or proper to vest all such
Inventions and patents (both United States and foreign) in the Company, or its
nominee or designee, and to enable the Company, or its nominee or designee, to
obtain all such letters patent; and that I will render to the Company, or its
nominee or designee, all such assistance as it may require in the prosecution of
all such patent applications and applications for the reissue of such patents,
but the expense of all such assignments and patent applications, or all other
proceedings referred to hereinabove, shall be borne by the Company or its
nominee or designee. I will execute, upon request, documents which secure to the
Company the interests here conveyed, provided that all fees or payments
connected with the execution of the documents shall not be a charge upon me.
I will assist, upon request, in locating writings and other physical
evidence of the making of my inventions and provide unrecorded information
relating to them, and give testimony in any proceeding in which any of my
inventions or any application or patent directed thereto may be involved,
provided that reasonable compensation shall be paid for such services, except
that no obligation is imposed to renumerate at a higher rate for the giving of
testimony than the rate established by law for the compensation of witnesses in
the court or tribunal where the testimony is given or in the district where the
testimony is taken. To the extent reasonably feasible, the Company will use its
best efforts to request such assistance at times and placed as will least
interfere with any other employment of mine.
Any Invention reasonably related to the Company's business made, developed
and/or reduced to practice by me alone or jointly with others within six (6)
months following the termination of my employment shall be deemed to be a
"Company" invention, unless proved by me to have been conceived after such
termination.
3. UNAUTHORIZED DISCLOSURE
I agree that I will not, without first obtaining the written approval of the
Company, or of such individual as the Company may from time to time designate,
divulge or disclose to anyone outside of the Company, whether by private
communication or by public address or publication, or otherwise, any information
not already lawfully available to the public concerning any inventions,
developments, specifications, technical and engineering data, methods or reports
relating to the business of the Company, or any corporation, firm or person for
whom the Company is conducting or shall conduct research services or is
providing or shall provide other services, whether supplied by the Company, or
such corporation, firm or person, or whether made, developed and/or conceived by
me or by others in the employ of the Company. All originals and copies of any
such specifications, technical and engineering data, methods or reports, or
other written materials relating to the business of the Company, however and
whenever produced, shall be the sole property of the Company, not to be removed
from the premises or custody of the Company without in each instance first
obtaining written consent or authorization of the individual as the Company may
from time to time designate, and shall be surrendered to the Company upon
termination of my employment. For purposes of Sections 3 and 5 of this
Agreement, information and/or trade secrets which pass into the public domain
shall, after the time of such passing, no longer be considered as confidential
or secret.
In addition, I agree that I will not directly or indirectly publish or cause
to be purblished any article containing or disclosing any information about the
Company or reported or received by the Company from any corporation, firm or
person with whom or for whom the Company shall be under contract to provide
research service, without the prior written authorization of the Company or of
such individual as the Company may from time to time designate.
4. COPYRIGHT
I will promptly disclose to the Company all copyrightable material which I
produce, compose or write, individually or in collaboration with others, which
arises out of work delegated to me by the Company; and, at the expense of the
Company, I will assign to it all my interest in such copyrightable material and
will sign all papers and do all other acts necessary to assist the Company to
obtain copyrights on such material in any and all countries.
5. TRADE SECRETS
I will not, during my employment by the Company or afterwards, disclose to
others or use for my own benefit any trade secrets acquired by me from the
Company, its customers, suppliers, consultants or affiliates, except to the
extent that the disclosure of such trade secrets is necessary to perform my
duties and fulfill my responsibilities as an employee of the Company. (A trade
secret is information not generally known to the trade which gives the Company
an advantage over its competitors. Trade secrets can include, by way of example,
products under development, production methods and processes, sources of supply,
materials used in manufacture, customer lists, cost of parts and materials,
marketing plans, and information concerning the filing or pendency of patent
applications.)
6. COMPANY PROPERTY; TERMINATION CERTIFICATION
Upon the termination of my employment with the Company, I will turn over to
the Company all models, prototypes, notes, memoranda, notebooks, drawings,
specifications, records, customer lists, proposals, business plans, and other
documents or materials, tools, equipment or other property in my possession or
under my control, relating to any work done for or otherwise belonging to, the
Company, it being acknowledged that all such items are the sole property of the
Company, and I agree to sign the following "Termination Certificate":
"This is to certify that I do not have in my possession or custody nor have
I failed to return, any models, prototypes, notes, memoranda, notebooks,
drawings, records, specifications, customer lists, proposals, business plans, or
copies of them, or other documents or materials, tools, equipment or other
property belonging to the Company."
7. GOVERNING LAW
The laws of the Commonwealth of Massachusetts shall govern this Agreement.
8. GENERAL PROVISION
(a) I further agree that this Agreement shall be binding upon me
irrespective of the duration of my employment or other association with the
Company, the reasons for the sessation of my employment or other association by
the Company, or the amount of my wages and/or salary.
(b) This Agreement is the whole agreement, and no modification or variation
shall be deemed valid unless in writing signed by the Company.
(c) In the event of any inconsistency with respect to the subject matter of
this Agreement and any contract of employment which I may enter into with the
Company, the provisions herein shall prevail.
(d) This Agreement shall be binding upon my heirs, executors, administrators
and legal representatives, and shall inure to the benefit of the successors and
assigns of the Company.
(e) I represent and warrant to the Company that I am not under any
obligations to any person, firm or corporation; and have no other interest which
is inconsistent or in conflict with this Agreement, or which would prevent,
limit or impair, in any way, the performance by me of any of the covenants
hereunder or my duties in my said employment.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this _______ day of
___________________ 19___ at Billerica, Massachusetts.
WITNESS:
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