EXHIBIT 10.27
EMPLOYEE DISCLOSURE AND ASSIGNMENT AGREEMENT
For valuable consideration, including my employment by fieldworks Incorporated,
(hereinafter "FWI"), FWI and __________________________________ (hereinafter
"EMPLOYEE") agrees as follows:
I. EMPLOYEE will disclose promptly in writing to FWI all inventions,
improvements, discoveries, software, and writing (hereinafter "INVENTIONS")
which are conceived, made, discovered, or written, whether jointly or alone, on
FWI's time or on EMPLOYEE's own time, providing the invention is capable of
being used by FWI in the normal course of business. All such inventions shall
belong solely to FWI.
II. At the request and expense of FWI, EMPLOYEE will sign and execute all
instruments of assignment and other papers to evidence FWI's ownership of
EMPLOYEE'S entire right, title, and interest in such inventions. EMPLOYEE will
also do all acts and sign all instruments of assignment and other papers with
FWI may reasonably request relation to patents, applications for patents,
copyrights, and the enforcement and protection thereof.
Paragraphs I and II do not apply to inventions for which no equipment, supplies,
facility of trade secret information of the employer was used and which was
developed entirely on the employee's own time unless the invention relates
directly to FWI's business or demonstrably anticipated research or development
of results from work performed by the employee for FWI.
III. EMPLOYEE and FWI will initial the subparagraph which applies:
[_] a. EMPLOYEE has NO inventions useful to FWI in the normal course of FWI's
business, which were conceived, made or written prior to EMPLOYEE's
acceptance of a position with FWI.
[_] b. The inventions in EMPLOYEE's possession and useful to FWI in the
normal course of FWI's business, which were conceived, made or written
prior to EMPLOYEE's acceptance of a position with FWI are excluded
from this Agreement, and are listed below in their entirety:
___________________________________________________________________________
___________________________________________________________________________
IV. FWI and EMPLOYEE understand that EMPLOYEE may now be in possession of
proprietary information or other proprietary subject matter of another and that
FWI will not consent of disclosure, receipt or acceptance thereof.
V. FWI has confidential business information and also possesses and has
independently developed and will continue to develop proprietary technical
information and know-how (CONFIDENTIAL INFORMATION) related to its business and
products. In the course of EMPLOYEE's employment,
EMPLOYEE will have access to the CONFIDENTIAL INFORMATION. In order to protect
the CONFIDENTIAL INFORMATION, FWI and EMPLOYEE agree as follows:
a. EMPLOYEE agrees that s/he will not disclose, to any third party,
either during or after the course of employment relationship, any
CONFIDENTIAL INFORMATION, without first obtaining written consent from
FWI.
b. The confidentiality and non-use obligations under this Article V of
this agreement survive any termination of the employment relationship
between FWI and EMPLOYEE.
c. If EMPLOYEE leaves the employ of FWI, EMPLOYEE will not, without its
prior written consent, retain or take with him/her any drawings,
writing or other record in any form or nature which relates to
CONFIDENTIAL INFORMATION.
VI. During the term of employment, EMPLOYEE shall engage in no activity or
employment which may conflict with the interest of FWI and EMPLOYEE shall comply
with all policies and practices of FWI.
VII. For a period of one year following termination of his/her employment for
any reason, EMPLOYEE agrees that EMPLOYEE will not directly or indirectly, or in
concert with others, encourage or seek to influence any other FWI employees to
quit or leave FWI's employment, or for any supplier, customer, independent
contractor, or company to terminate or alter its relationship with FWI.
VIII. This Agreement may be assigned by FWI and the Agreement is binding of
EMPLOYEE's heirs, executors, administrators and assigns.
IX. The EMPLOYEE understands and agrees that employment is at-will and is for
no definite period of time. This means that either EMPLOYEE or FWI may
terminate the employment relationship at any time for any reason, with or
without notice.
X. This is the entire Agreement between the parties with respect to the
subject matter hereof, and modifications hereof must be in writing and signed by
an authorized representative of the party against whom the modification is
asserted. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota.
_________________________________ ______________________________
Signature of Employee Date
_________________________________
Type or Print Name
Accepted by FWI:
By ______________________________ ______________________________
Title Date
