Confidentiality & Invention-Assignment Agreement

Parties and consideration

In consideration of employment (or continued employment) by the Company and the compensation and benefits provided, the undersigned employee ("Employee") agrees as follows.

1. Assignment of inventions

• The Employee will promptly disclose to the Company all inventions, ideas, and concepts ("Inventions") conceived, made, or acquired by the Employee, alone or with others, during employment that relate to or are useful in the Company's actual or anticipated business, work, research, or development.
• Such Inventions are the property of the Company, and the Employee assigns them to the Company.
• The Employee will, at the Company's request and expense (during or after employment), sign documents and provide reasonable assistance to obtain and enforce patents, trademarks, copyrights, or other rights in the Inventions.

State-law carve-out (required in several states). This assignment does not apply to an invention the Employee developed entirely on their own time without using the Company's equipment, supplies, facilities, or confidential information, and that does not relate to the Company's business or anticipated research and development, and does not result from work performed for the Company. (See, e.g., California Labor Code § 2870 and similar statutes — confirm the required notice for each state.)

2. Confidential information

During and after employment, the Employee will not use or disclose, except as required to perform their duties, the Company's confidential or proprietary information — including processes, techniques, formulae, designs, financial information, software and data, and non-public information relating to sales, marketing, product development, customers, acquisitions or divestitures, securities, labor relations, security systems, and personnel matters — as well as the confidential information of third parties the Company is obligated to protect.

3. After employment ends

The Employee's confidentiality obligations continue after employment. Before any disclosure or use of protected information that the Employee believes may be permitted, the Employee will first seek and obtain the written consent of the Company's legal department.

4. Return of materials

On termination of employment (or earlier on request), the Employee will return all Company property and all materials containing confidential information, in any form, and retain no copies.

5. Protected rights (added)

Nothing in this Agreement limits the Employee's right to:

• report possible violations of law to, or cooperate with, a government agency, or to receive a whistleblower award; or
• engage in legally protected concerted activity, or to discuss wages, hours, or working conditions; or
• report or discuss discrimination, harassment, or retaliation.

Defend Trade Secrets Act notice. Under 18 U.S.C. § 1833(b), an individual is immune from liability for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

Signatures

Employee signature · date · printed name. Company representative / witness · date.