Confidential Information and Invention Assignment Agreement

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

Contract Type: contract_type

Name: name (“Contributor”)

Effective Date: effective_date

As a condition of becoming retained (or Contributor’s consulting relationship being continued) by company_name, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of Contributor’s consulting relationship with the Company and receipt of the compensation now and hereafter paid by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contributor hereby agrees to the following:

1 Relationship

This Confidential Information and Invention Assignment Agreement (this “Agreement”) will apply to Contributor’s consulting relationship with the Company. If that relationship ends and the Company, within one (1) year thereafter, either employs Consultant or re-engages Consultant as a consultant, this Agreement will also apply to such later employment, internship, contractor or consulting relationship, unless the parties hereto otherwise agree in writing. Any employment or consulting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”

2 Past Activities

The Company and Contributor acknowledge that Contributor may have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Contributor’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement, for a period of time prior to the Effective Date of this Agreement (the “Prior Consulting Period”). Accordingly, if and to the extent that, during the Prior Consulting Period:

(i) Contributor received access to any information from or on behalf of the Company that would have been Confidential Information (as defined below) if Contributor received access to such information during the term of this Agreement; or

(ii) Contributor (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Contributor’s involvement with the Company, that would have been an Invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or

(b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.

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