Exhibit 10.29
[LOGO] ZYTEC
EMPLOYEE DISCLOSURE AND ASSIGNMENT AGREEMENT
For valuable consideration including my employment by ZYTEC CORPORATION
(hereinafter called the "Company"), the Company and I agree as follows:
I will disclose promptly in writing to the Company all inventions, improvements,
discoveries, software and writings which are conceived, made, discovered or
written jointly or singly on Company time or on my own time, providing the
invention, improvement, discovery, software or writing is capable of being used
by the Company or its subsidiaries or affiliates in the normal course of
business, and all such inventions, improvements, discoveries, software and
writing shall belong solely and exclusively to the Company.
I will sign and execute all instruments of assignment and other papers to
evidence vestiture of my entire right, title, and interest in such inventions,
improvements, discoveries, software or writings in the Company, at the request
and the expense of the Company, and I will do all acts and sign all instruments
of assignment and other papers the Company may reasonably request relating to
applications for patents, to patents, copyrights, and to the enforcement and
protection thereof.
The two immediately preceding paragraphs do not apply to inventions in which a
Company claim of any rights will create a violation of Chapter 47 Minnesota
Revised Statutes, Section 1-181.78, reproduced below and constituting the
written notification of its Subdivision 3.
181.78 AGREEMENTS RELATING TO INVENTIONS
Subdivision 1. Any provision in an employment agreement which provides
that an employee shall assign or offer to assign any of his rights in
an invention to his employer shall not apply to an invention for which
no equipment, supplies, facility or trade secret information of the
employer was used and which was developed entirely on the employee's
own time, and (1) which does not relate (a) directly to the business of
the employer or (b) to the employer's actual or demonstrably
anticipated research or development, or (2) which does not result from
any work performed by the employee for the employer. Any provision
which purports to apply to such an invention is to that extent against
the public policy of this state and is to that extent void and
unenforceable.
Subdivision 2. No employer shall require a provision made void and
unenforceable by subdivision 1 as a condition of employment or
continuing employment.
Subdivision 3. IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTER AUGUST 1,
1977, CONTAINS A PROVISION REQUIRING THE EMPLOYEE TO ASSIGN OR OFFER TO
ASSIGN ANY OF HIS RIGHTS IN ANY INVENTION TO HIS EMPLOYER, THE EMPLOYER
MUST ALSO, AT THE TIME THE AGREEMENT IS MADE, PROVIDE A WRITTEN
NOTIFICATION TO THE EMPLOYEE THAT THE AGREEMENT DOES NOT APPLY TO AN
INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET
INFORMATION OF THE EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY
ON THE EMPLOYEE'S OWN TIME, AND (1) WHICH DOES NOT RELATE (a) DIRECTLY
TO THE BUSINESS OF THE EMPLOYER OR (b) TO THE EMPLOYER'S ACTUAL OR
DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (2) WHICH DOES NOT
RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.
I have no inventions, improvements, discoveries, software or writings useful to
the Company or its subsidiaries or affiliates in the normal course of business,
which were conceived, made or written prior to and are excluded from this
Agreement except as follows:
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The Company and I understand that I may now be in possession of proprietary
information or other proprietary subject matter of another and that the Company
will not consent to disclosure, receipt or acceptance thereof.
I will not publish or otherwise disclose, either during or after my employment,
any unpublished or proprietary or confidential information or secret relating to
the Company or its business or its operations or to the Company products or
services or to the materials, apparatus, processes, formulae, plans and methods
used in development or manufacture or marketing of its software or products or
services; nor will I publish or otherwise disclose proprietary or confidential
information of others to which I have had access or obtained knowledge in the
course of my employment. If I leave the employ of the Company I will not,
without its prior written consent, retain or take with me any drawing, writing
or other record in any form or nature which relates to any of the foregoing.
During the term of my employment I shall engage in no activity or employment
which may conflict with the interest of the Company, and I shall comply with all
Policies and Procedures of the Company including, without limiting the
generality of the foregoing, the Policies and Procedures pertaining to Ethics.
This Agreement may be assigned by the Company only, and the Agreement is binding
on my heirs, executors, administrators and assigns.
/s/ Xxxxxx X. Xxxx 6/21/94
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Signature of Employee Date
0000 Xxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000
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Address
Accepted by ZYTEC CORPORATION
By /s/Xxxxxxx Xxxxxx 6/21/94
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HR Assistant Date
