CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
South Corp International Inc.
Confidential Information and Trade Secrets
You agree that all non-public information communicated to you with respect to the business of South Corp International Inc. and its subsidiaries and affiliated entities (collectively, "SCI"), including without limitation SCI's business management information system and any other confidential or trade secret information (collectively "Confidential Information") gained by you by reason of association or employment with SCI, whether or not that Confidential Information was directly, indirectly or unintentionally communicated, shall be treated by you as confidential and shall not be disclosed to anyone without SCI's express authorization. "Confidential Information" includes, but is not limited to, all data, systems, compilations, programs, devices, strategies, concepts, ideas or methods, regardless of whether kept in a document, electronic storage medium, or in your memory, and any and all information concerning or related to:
- SCI's financial condition, results of operations, and amounts of compensation paid to officers and employees;
b. Marketing and sales programs of SCI and the terms and conditions (including prices) of sales and offers of sales for products and/or services by SCI along with information regarding SCI's proposed products or designs, whether or not pursued by SCI;
c. The terms, conditions and current status of SCI's agreements and relationships with any customers, suppliers or other entities;
d. The identities and business preferences of SCI's actual and prospective customers and/or suppliers or any employee or agent of SCI's actual and prospective customers and/or suppliers with whom SCI communicates along with SCI's practices and procedures for identifying prospective customers;
e. The names and identities of any and all of SCI's customers, including any and all customer lists or similar compilations;
f. The manufacturing processes and techniques, regulatory approval strategies, computer programs, data, formulae, and compositions, service techniques and protocols, new product designs and other skills, ideas, and strategic plans possessed, developed, accumulated or acquired by SCI;
g. Personnel information including the productivity and profitability (or lack thereof) of SCI's employees, agents, or independent contractors;
h. Any communications between SCI, its officers, directors, shareholders or employees, and/or any attorney retained by SCI for any purpose, or any person retained or employed by such attorney for the purpose of assisting such attorney in his or her representation of SCI;
i. The cost or overhead associated with the goods and services provided by SCI along with SCI's pricing structure for its goods or services, including its margins, discounts, volume purchases, rebates, mark-ups and/or incentives; and
j. Any other matter or thing, whether or not recorded on any medium or kept in your memory, (i) by which SCI derives actual or potential economic value from such matter or thing being not generally known to other persons or entities who might obtain economic value from its disclosure or use, or (ii) which gives SCI an opportunity to obtain an advantage over its competitors who do not know or use the same.
You promise and agree that, both during and after your employment relationship or association with SCI, you shall not use or disclose any Confidential Information to any other person, unless specifically authorized in writing by an officer of SCI to do so. If an officer of SCI gives you written authorization to make any such disclosures or to use such information, you shall do so only within the limits and to the extent of that authorization. If a time limit is required in order to make this restriction enforceable, then the restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of your employment or association where information that does not qualify as a trade secret is concerned (the restrictions will apply to trade secret information for as long as the information remains qualified as a trade secret). You acknowledge and agree that the unauthorized use of or disclosure of any Confidential Information constitutes unfair competition for which SCI has no adequate remedy at law thereby making injunctive relief appropriate.
You agree that during your employment or association with SCI, you will not improperly use, disclose, or induce SCI to use any proprietary information or trade secrets of any former employer or other person or entity which you have an obligation to keep in confidence. You further agree that you will not bring onto SCI's premises or transfer onto SCI's technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third party unless disclosure to, and use by, SCI has been consented to in writing by such third party.
You acknowledge that SCI has received and will in the future receive confidential or proprietary information belonging to third parties ("Third Party Confidential Information") subject to a duty on SCI's part to maintain the confidentiality of such information and to use it only for certain limited purposes. You hereby agree to hold all such Third Party Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out your work for SCI consistent with SCI's agreement with such third party. You further agree to comply with any and all SCI policies and guidelines that may be adopted from time to time regarding Third Party Confidential Information.
Intellectual Property Assignment
- As between SCI and you, you agree that all right, title, and interest in and to any and all Company Inventions and Intellectual Property, as defined herein, are the sole property of SCI. "Company Inventions and Intellectual Property" or "CIIP" refers to all inventions, works of authorship, copyright-eligible works (such as materials, records, notes, drawings, and software), ideas, designs, developments, improvements, discoveries, and other intellectual property you develop, discover, or create (i) that relate to SCI's business, or to any actual or demonstrably anticipated research, future work, or projects of SCI, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours, or (ii) that result from any work you performed for SCI, performed on company time, or performed using SCI's property, resources, or Confidential Information. You hereby assign to SCI, without further consideration, your entire right, title, and interest (throughout the United States and in all foreign countries) free and clear of all liens and encumbrances in and to all such CIIP, which shall be the sole property of SCI, whether or not patentable. You also agree to promptly make full written disclosure to SCI of any CIIP.
b. You hereby acknowledge and agree that all writings, ideas, information, and other works which may be copyrighted (including software and computer programs) which are related to the present or planned, or reasonably anticipated business of SCI and are prepared by you (solely or jointly with others) during your relationship with SCI shall be, to the extent permitted by law, deemed to be "works for hire" or the result of "works for hire," as defined by U.S. copyright laws, with the copyright automatically vesting in SCI. To the extent that such writings and works are not works for hire, you hereby waive any and all rights in such writings and works and hereby assign to SCI all of your present and future rights, title and interest, including copyright, in such writings and works.
c. Any assignment to SCI of CIIP includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights"). To the extent that Moral Rights cannot be assigned under applicable law, you hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
d. You agree to keep and maintain adequate, current, accurate, and authentic written records of all CIIP made by you (solely or jointly with others) during the term of your employment or association with SCI. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be required by SCI. You further agree to reasonably cooperate with SCI, both during and after employment or association with SCI, in obtaining and enforcing patents, copyrights, trademarks, and other protections of SCI's rights in and to all CIIP. Without limiting the generality of the foregoing, you shall, at any time during or after employment or association with SCI, at SCI's request, execute all papers, render all assistance, and perform all lawful acts which SCI considers necessary or advisable for the preparation, filing, prosecution, issuance, procurement, maintenance, or enforcement of patents, trademarks, copyrights, and other protections, and any applications for any of the foregoing, of the United States or any foreign country for any CIIP and for the transfer of any interest you may have therein. You shall execute any and all papers and documents required to vest title in SCI or its nominee in any CIIP. If SCI is unable because of your mental or physical incapacity or for any reason to secure your signature to apply for or pursue any application for any United States or foreign patent, copyright or other registration covering CIIP, then you hereby irrevocably designate and appoint SCI and its duly authorized officers and agents as your agent and attorney in fact, to act for and on your behalf to do all lawfully permitted acts to further the prosecution and issuance of such registrations with the same legal force and effect as if executed by you.
e. Attached hereto as Schedule A is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with SCI, that relate to SCI's proposed business, products or research and development, and are owned in whole or in part by you ("Prior Inventions"); or, if no such list is attached or if Schedule A is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any SCI product, process or service without SCI's prior written consent. Nevertheless, if, in the course of your employment with SCI, you incorporate into an SCI product, process or service a Prior Invention, you hereby grant to SCI a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
f. Some state laws may not allow the assignment of certain inventions under this Agreement, including certain inventions that you develop entirely on your own time without using SCI's equipment, supplies, facilities, trade secret information or Confidential Information (an "Other Invention"). You agree to advise SCI promptly in writing of any invention that you believe constitutes an Other Invention and is not otherwise disclosed on Schedule A. You agree that you will not incorporate, or permit to be incorporated, any Other Invention owned by you or in which you have an interest into an SCI product, process or service without SCI's prior written consent. Notwithstanding the foregoing sentence, if, in the course of your employment with SCI, you incorporate into an SCI product, process or service an Other Invention owned by you or in which you have an interest, you hereby grant to SCI a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable, worldwide license to reproduce, make derivative works of, distribute, perform, display, import, make, have made, modify, use, sell, offer to sell, and exploit in any other way such Other Invention as part of or in connection with such product, process or service, and to practice any method related thereto.
Conflicting Obligations
You hereby represent and warrant that you have no other agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, your obligations to SCI under this Agreement, or your ability to perform the services for which you are being retained by SCI. You further agree that if you have signed a confidentiality agreement or similar type of agreement with any former employer or other entity, you will comply with the terms of any such agreement to the extent that its terms are lawful under applicable law. You represent and warrant that after undertaking a careful search (including searches of your computers, cell phones, electronic devices, and documents), you have returned all property and confidential information belonging to all prior employers (and/or other third parties you have performed services for in accordance with the terms of your applicable agreement).
Return of Company Materials
Following the end of your employment or association with SCI or at any time upon demand from SCI, you will immediately deliver to SCI, and will not keep in your possession, recreate, or deliver to anyone else, any and all SCI property, including, but not limited to, Confidential Information, Third Party Confidential Information, all devices and equipment belonging to SCI (including computers, handheld electronic devices, telephone equipment, and other electronic devices), all tangible embodiments of the CIIP, all electronically stored information and passwords to access such property, SCI credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to any Confidential Information. You also hereby consent to an exit interview (at SCI's election) to confirm your compliance with this Section.
Miscellaneous
- The laws of the State of Texas (without regard to Texas's conflict of law rules), as well as any and all applicable federal law, including U.S. copyright laws, shall apply to this Agreement. You hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, for any lawsuit arising out of this Agreement.
b. This Agreement will be binding upon your heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of SCI, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, SCI may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of SCI's relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise, without the need for further consent by you.
c. This Agreement, together with Schedule A, sets forth the entire agreement and understanding between the Company and you with respect to the subject matters contained herein and supersedes all prior written and oral agreements, discussions, or representations between us regarding these subject matters.
d. If a court or other body of competent jurisdiction finds, or the parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
e. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the Vice President or CEO of SCI and you. Waiver by SCI of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.
f. The rights and obligations of the parties to this Agreement will survive termination of your employment or association with SCI.
