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KONTORANAZVANIE NDA
[CONFIDENTIAL]
BY KONTORANAZVANIE, TO ???
REV B, 15/11/2012
Confidentiality and Assignment
of Invention Agreement
In consideration of KONTORANAZVANIE Corporation:
→ Making an offer of employment
(the receipt and sufficiency whereof is hereby acknowledged) and for other good and valuable conside-
ration, I, ___________________, acknowledge and agree as follows.
I. Confidentiality
During the course of working for KONTORANAZVANIE Corporation, I will have access to information and mate-
rials that are confidential or proprietary to KONTORANAZVANIE Corporation (the “Confidential Information”)
including, but not limited to the following:
→ All of KONTORANAZVANIE Corporation’s concepts, ideas, techniques, processes, designs,
inventions, research, drawings, plans, prototypes, methods, cost data, software
programs, source codes, formulas, development or experimental work, work in process,
or trade secrets;
→ Any financial information of KONTORANAZVANIE Corporation, including costs, sales, income,
profits, salaries and wages;
→ Information concerning business opportunities, customers and suppliers of KONTORANAZVANIE
Corporation, including all joint ventures considered by KONTORANAZVANIE Corporation
whether or not pursued,
→ Any and all know-how, and any and all oral, written, electronic or other communica-
tions and other information disclosed or provided by KONTORANAZVANIE Corporation inclu-
ding any and all analyses or conclusions drawn or derived there from;
I covenant and agree that, both during the course of my employment with KONTORANAZVANIE Corporation and
afterward, I will keep confidential, and not disclose and refrain from using the Confidential Informa-
tion, directly or indirectly, in a manner other than in the best interests of KONTORANAZVANIE Corporation.
I will take all reasonable precautions to prevent any person or entity from having unauthorized access
to or use of the Confidential Information, and I will not copy or modify the Confidential Information
except with the written authorization of KONTORANAZVANIE Corporation, or as may be required to perform the
obligations of my employment.2/3
KONTORANAZVANIE NDA
[CONFIDENTIAL]
BY KONTORANAZVANIE, TO ???
REV B, 15/11/2012
Further, I acknowledge that KONTORANAZVANIE Corporation receives confidential or proprietary information
from third parties for certain purposes. I agree that such confidential or proprietary information is
included within the meaning of Confidential Information and the restrictions imposed by this Agree-
ment, and I agree to hold such third party Confidential Information in the strictest confidence and
not to use or disclose third party Confidential Information for the benefit of anyone other than Water-
melon Corporation or such third party, without the express authorization in writing from KONTORANAZVANIE
Corporation.
Confidential Information shall not include information that:
→ Is publicly available (other than as a result of a breach of this Agreement)
→ Is known by me prior to my employment with KONTORANAZVANIE Corporation
However, for greater certainty, Confidential Information includes all information that I should reaso-
nably know is confidential or proprietary to KONTORANAZVANIE Corporation or third parties who have
disclosed Confidential Information to KONTORANAZVANIE Corporation, and where any question reasonably arises
as to whether certain information is Confidential Information, I understand that it is my obligation
to seek clarification as to the status of that information.
II. Assignment of Inventions
I agree that all inventions, discoveries, improvements, know-how or other intellectual property,
whether patentable or not, created by me during my employment with KONTORANAZVANIE Corporation, pertaining
to any matter, thing, process or method that is related to my employment (the “Works”) shall be the
sole and absolute property of KONTORANAZVANIE Corporation. Without limiting the foregoing, I agree that all
such Works shall be deemed to be “work made in the course of employment” and KONTORANAZVANIE Corporation
shall be deemed the owner thereof.
I further agree to keep and maintain adequate and current written records of all Works made, which
records shall be available at all times to KONTORANAZVANIE Corporation and shall remain the sole property
of KONTORANAZVANIE Corporation.
I further agree to assist KONTORANAZVANIE Corporation in obtaining and enforcing, for KONTORANAZVANIE
Corporation’s own benefit, patents, copyrights, and any other protections in any and all countries for
any and all Works made by me (in whole or in part) the rights to which belong to or have been assigned
to KONTORANAZVANIE Corporation. I agree, upon request, to execute all applications, assignments, instru-
ments and papers and perform all acts that KONTORANAZVANIE Corporation or its counsel may deem necessary
or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise
to protect the interests of KONTORANAZVANIE Corporation therein.3/3
KONTORANAZVANIE NDA
[CONFIDENTIAL]
BY KONTORANAZVANIE, TO ???
REV B, 15/11/2012
III. Return of Materials
I agree to return to KONTORANAZVANIE Corporation, immediately upon termination of my employment, regardless
of how that termination should occur, all designs, devices, documents, specifications, business docu-
ments, computer software, source codes, lists, record files and all other material containing or
disclosing confidential or proprietary information, including copies of these items however made or
obtained.
IV. Enforceability
I acknowledge that all restrictions contained in this Agreement are reasonable and valid and all defen-
ses to the strict enforcement of all or any portion thereof by KONTORANAZVANIE Corporation are hereby waived
by me. If any clause or portion of any such clause shall be unenforceable or declared invalid for any
reason whatsoever, such unenforceability and invalidity shall not affect the enforceability or vali-
dity of the remaining portions of the Agreement and such unenforceable or invalid portion shall be
severed from the remainder of this Agreement.
I further agree that my covenants and representations contained in this Agreement shall survive and
continue to bind me following the termination of any contract for my employment with KONTORANAZVANIE Corpo-
ration regardless of the reason for such termination.
V. Governing Law
This Agreement will be governed by the laws of the State of Iowa.
DATED, in the State of Iowa, this ______ Day of ______________, ______
Signature of _____________________