I represent and warrant that my compliance with this Section 4(h) will not restrict or impair the performance of my obligations, responsibilities and duties to the Company. Non-competition, Non Solicitation, and Confidentiality Agreement.

Terms of Service apply. I waive any objection that I may now or. As used herein, the word "including" shall in all cases be deemed to the followed by the phrase "without limitation" and the word "person" shall include individuals and corporations, societies, companies, partnerships, trusts, unincorporated associations, governments and governmental instrumentalities, and other entities of any kind. Privacy Policy and For purposes of this Section 7(b), competitive activities include creating, making, marketing, selling and distributing alternative or substitute products or services. No Conflicting Agreements. At the time of termination of my relationship with the Company, I will deliver to the Company (and will not keep in my possession or control or deliver to anyone else) all of such property and all property belonging to any of the Company's customers, clients, vendors, suppliers or Representatives or which the Company purchased for me or for which the Company reimbursed me, in each case without keeping any copies or duplicates thereof. THE VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE LAWS, RULES OR PRINCIPLES OF SUCH STATE REGARDING CONFLICTS OF LAWS). A facsimile or pdf of an original shall be as effective as delivery of such original. I represent and warrant that, to the best of my knowledge and belief, no past or current Company Invention misappropriates or infringes the patent, copyright, trademark, trade secret, intellectual property, proprietary, privacy or other rights of, or disparages, libels or slanders, any other person. In addition, if I file a proceeding against the Company for retaliating against me for reporting a suspected violation of the law, I may disclose the underlying trade secret to my attorney and use the trade secret in the proceeding, so long as I file all documents containing or identifying the trade secret under seal and do not disclose the trade secret, except pursuant to legal process. Learn more about FindLaw’s newsletters, including our terms of use and privacy policy. Disclosure and Assignment. BASANITE, INC. I represent and warrant that I have not since the Commencement Date, and I will not, use in the performance of my responsibilities and duties to the Company, or otherwise, or disclose to the Company any trade secret or confidential or proprietary information or property of any prior or current employer, client or other person, to the extent that such use or disclosure constitutes or could reasonably be expected to give rise to a claim of a breach, default or violation of any contract to which I am a party or by which I am bound or any obligation or duty that I owe to such employer, client or other person, whether such obligation or duty is imposed by statute, fiduciary duty, regulation or otherwise. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

irreparable harm to the Company and that remedies at law are likely to be inadequate to protect the Company against any actual or threatened breach of this Agreement by me. The Company may assign or delegate its rights and obligations under this Agreement without my consent. RECITALS . Disclosure of Agreement to Employers. TopTenReviews wrote "there is such an extensive range of documents covering so many topics that it is unlikely you would need to look anywhere else". CONFIDENTIALITY, NONCOMPETITION AND INVENTION ASSIGNMENT AGREEMENT, As a condition to and in consideration of my employment with or engagement by Basanite, Inc. or a subsidiary thereof, or the renewal or continuation thereof, and for other good and sufficient consideration, the receipt of which is hereby acknowledged, the undersigned, intending to be legally bound, knowingly and voluntarily enters into and agrees to observe, perform and be bound by this Confidentiality, Noncompetition and Invention. Confidential Information or Company Intellectual Property, in each case except for the sole and exclusive benefit of the Company or with the prior written authorization of the Company. I will not assign any of my rights or delegate any of my duties under this Agreement without the prior written consent of the Company. Whistleblower Disclosure.
"Company Intellectual Propem  " means any and all Intellectual Property that is owned, used, acquired, created or held by or relating to the Company, whether prepared, obtained or furnished by or for me or any of my Representatives, any of their respective Representatives or other persons, including Company Inventions. I acknowledge and agree that (i) specific information shall not be deemed to be within an exception set forth in the preceding sentence merely because it is embraced in general disclosures in the public domain and (ii) a combination of information shall not be deemed to be within such an exception merely because specific individual information is in the public domain unless the combination itself and its principle of operation are in the public domain and the value and significance thereof is widely known. This Proprietary Information, Inventions, Non-competition, ... obligation of confidentiality or assignment of intellectual property rights. "Intellectual Property" means: (i) any and all concepts, ideas, research, developments, inventions, discoveries, improvements, trade secrets, know how, specifications, formulas, processes, procedures, systems, methods, techniques, designs, drawings, operating (or process or production conditions, data or methods), engineering information and data, technical information and data, invention rights, shop rights, utility models, invention disclosures, mask works, published works, unpublished works, derivative works, works of authorship, computer programs, software, hardware, firmware, algorithms and other technology, in each case whether in written, electronic, oral or other form, regardless of whether it has been, is or can be reduced to practice and regardless of whether entitled to registration or protection under any patent, copyright, trademark, trade secret, proprietary, privacy or other law; and (ii) any and all books, records, notes, files, databases, archives, compilations, analyses, forecasts, studies, reports and other documents (whether in written, electronic or other form) which contain or reflect any of the foregoing. The undersigned shall cause each and every person included within the meaning of "me" or "I" to observe, perform and be bound by this Agreement as if such person was the undersigned and shall be responsible and liable for any action or omission by such person as if such person was the undersigned. Companies also expect their employees to come up with ideas, work product, and inventions that are useful to the business. I acknowledge and agree that the Company is employing or engaging me, or continuing or renewing my employment or engagement, in reliance on my representations, warrants and agreements set forth in this Agreement. This Confidentiality, Noncompetition, and Invention Assignment Agreement (“Agreement”) is made by and between Company X, Inc., a Delaware corporation, and _____ (“Employee”). Defend Trade Secrets Act of 2016. Employee also represents that Employee is not subject to any invention assignment, proprietary information, confidentiality, nonsolicitation, noncompetition or similar agreement with If I am required by law, rule, regulation or legal process (which phrase includes orders of courts or governmental or regulatory authorities, interrogatories, subpoenas and civil investigative demands) to disclose any Company Confidential Information or Company Intellectual Property, I will as promptly as possible (to the extent not prohibited by applicable law, rule, regulation or legal process) give written notice to that effect to the Company. This Agreement may be signed in counterparts, each of which when executed and delivered shall constitute an original instrument, but all of which together shall constitute one and the same instrument. Definition. I will use my best efforts to prevent all future Company Inventions from misappropriating or infringing the patent, copyright, trademark, trade secret, intellectual property, proprietary, privacy or other rights of, or disparaging, libeling or slandering, any other person. Without limiting Section 2, I acknowledge and agree that (i) Company Confidential Information and Company Intellectual Property could be used by another person or business to compete with the Company and interfere with relationships between the Company and its current and prospective customers, clients, vendors, suppliers, employees and consultants and (ii) the restrictions in this Section 7 are reasonable and fair in light of my access to Company Confidential Information and Company Intellectual Property and the Company's need to protect the Company Confidential Information and Company Intellectual Property, its current and prospective businesses and the goodwill associated therewith.

However, Company Confidential Information does not include information which (i) was on the Commencement Date part of the public domain to the extent that the value and significance thereof is widely known, (ii) became after the Commencement Date and prior to the date hereof part of the public domain to the extent that the value and significance thereof is widely known other than as a result of disclosure that would have been a breach of this Agreement if it had then been in effect, (iii) becomes after the date hereof part of the public domain to the extent that the value and significance thereof is widely known other than as a result of a breach of this Agreement, (iv) was on the Commencement Date known by me as evidenced by permanent dated written records or (iv) became after the Commencement Date known by me on a nonconfidential basis from a source (other than the Company or any of its Representatives), which is not prohibited from disclosing such information to me by a statutory, contractual, fiduciary, regulatory or other duty, as evidenced by permanent dated written records.

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