WHEREAS, EMPLOYER has developed through substantial effort, research, time, and expense certain programs, training materials, program design concepts, methodologies, technical know-how, copyrightable material, staff and student lists and/or confidential identifying attributes whether written, electronic, on-line, digital or spoken (“INFORMATION”); and in the course of their job duties EMPLOYEE will create data, Welligent entries, presentations, student and/or training materials, reports, emails, files, handwritten notes, contacts and lists (“INFORMATION”) that becomes the intellectual property of EMPLOYER; upon EMPLOYEE’s separation from the company all INFORMATION remains intellectual property of employer.
The EMPLOYER desires to disclose the INFORMATION on a confidential basis to the EMPLOYEE solely for the purposes of training and performance of duties of job as assigned; and EMPLOYER wishes to maintain the confidentiality of the INFORMATION and the protection of EMPLOYER'S intellectual property rights.
THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
I. CONFIDENTIAL INFORMATION
A. EMPLOYER agrees to disclose INFORMATION to EMPLOYEE to perform basic functions of the position of Director, Clinical Supervisor, Administrator, BII and/or BID,
B. EMPLOYEE agrees to receive such INFORMATION and to refrain from copying, disclosing, using, electronic transmission, selling, or offering for sale any and all of said INFORMATION except to another co-worker. EMPLOYEE agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION.
II. RESTRICTIONS
A. EMPLOYEE agrees:
1. Not to use or disclose to another person or entity any confidential information of EMPLOYER; except to another co-worker.
2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including digital or data files, or to electronically transmit any documents containing confidential information of EMPLOYER; and
3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of EMPLOYER.
B. EMPLOYEE further agrees, at the request of EMPLOYER:
1. To immediately return to EMPLOYER all of the items in the possession of EMPLOYEE including digital and electronic files on flash-drives, computer, ipad and/or telephones which relate to or which disclose in whole or in part any confidential information of EMPLOYER; and
2. To refrain from using or disclosing to any other person or entity any confidential information of EMPLOYER except to another co-worker..
3. To refrain from destruction, alteration or disposal of any INFORMATION.
III. INTELLECTUAL PROPERTY
1. All products and results of EMPLOYEE’S services rendered hereunder (the "Work") are works made for hire. EMPLOYEE acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights, or ownership claims) belongs to and shall be the sole and exclusive property of EMPLOYER.
2. Notwithstanding the foregoing, EMPLOYEE also hereby assigns and transfers to EMPLOYER its successors and assigns the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.
3. If the Work is one to which the provisions of 17 U.S.C. § 106A apply, EMPLOYEE hereby waives and appoints OWNER to assert on EMPLOYEE’S behalf EMPLOYEE’S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other digital or visual reproductions or the Work, in any medium, for EMPLOYER'S purposes.
4. EMPLOYEE agrees to execute all papers and to perform such other proper acts as EMPLOYER may deem necessary to secure for EMPLOYER or its designee the rights herein assigned.
IV. COVENANT NOT TO SUE
EMPLOYEE shall not institute any action or suit at law or in equity against EMPLOYER, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of EMPLOYER.
V. DAMAGES AND SPECIFIC PERFORMANCE
EMPLOYEE agrees that should EMPLOYEE breach any of the promises contained in this Agreement that EMPLOYER would suffer irreparable harm and EMPLOYER would be without adequate remedy at law and that the EMPLOYER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by EMPLOYER for EMPLOYEE’S breach of this Agreement.
VI. NO WAIVER
Failure at any time to require performance of any of the provisions herein shall not waive or diminish a party's right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.
VII. SEVERABILITY
Should a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law. EMPLOYEE agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, EMPLOYEE shall honor all prior obligations concerning confidentiality of EMPLOYER’S confidential INFORMATION.
IX. CHOICE OF LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California in the Central District of California. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of California or a California State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court. IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated below.