Purpose of Confidentiality

The purpose of Confidentiality is to protect company secrets and meet the company’s obligations under confidentiality agreements with others, such as customers and suppliers.

Confidential Information

With the exceptions listed in Not Confidential Information, Confidential Information means information that:

1. the company shares with or makes available to you during your work for the company

2. you develop during your work for the company

3. the company shared with you before you started work with the company

4. builds on these kinds of information

Not Confidential Information

Nondisclosure

Except as required by law, you agree not to disclose any Confidential Information to anyone, except as directed, in writing, by an officer of the company.

Limited Use

You agree to use Confidential Information only in your work for the company, to benefit the company.

Security

You agree to take reasonable measures to secure computer files, documents, e-mails, and any other materials containing Confidential Information. If the company provides written security requirements for some or all Confidential Information you receive, you agree to follow those requirements to the best of your ability, and to tell your supervisor immediately about requirements you can’t follow.

Preserve Proprietary Notices

You agree not to remove any copyright notices, confidential markings, or other proprietary notices from materials containing Confidential Information.

Legally Required Disclosure

These rules apply when the law requires you to disclose Confidential Information, or when you reasonably suspect the law may require you to:

Give Notice of Leaks

You agree to tell the company in writing whenever you become aware, suspect, or anticipate that Confidential Information has been or will be disclosed or used in breach of these terms or other confidentiality agreements with the company.

Return and Destruction

When your work with the company ends, and whenever the company asks you to in writing:

1. You agree to promptly return any physical materials containing Confidential Information that the company asks for.

2. You agree to promptly destroy all other materials containing Confidential Information

After Termination

After your work with the company ends:

1. Your obligations for Confidential Information that you know or should reasonably expect the company protects as a trade secret continue as long as the Confidential Information remains a trade secret.

2. Your obligations for other Confidential Information continue for five calendar years from the date your work with the company ended.

Defend Trade Secrets Act Notice

Per the Defend Trade Secrets Act of 2016:

1. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

   1. is made:

      1. in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

      2. solely for the purpose of reporting or investigating a suspected violation of law; or

   2. is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

   1. files any document containing the trade secret under seal; and

   2. does not disclose the trade secret, except pursuant to court order.

Purpose of Intellectual Property Terms

The purpose of Intellectual Property is to make sure the company gets ownership of all Intellectual Property Rights in your work for the company, or, failing that, broad licenses for it. In summary:

1. You promise to let the company know about the work you do in Disclosure.

2. If the law allows the company to own copyright in your work from the start, Work Made for Hire makes it so.

3. If rights in your work unavoidably belong to you to start, you transfer them to the company in Assignment.

4. If you can’t transfer your rights, or use the rights of others, you license them to the company in License.

5. If you can’t transfer special “moral rights“, such as in artwork, you agree not to enforce those rights in Moral Rights.

Intellectual Property Rights

Intellectual Property Rights are legal rights in ideas, inventions, information, and other things that aren’t physical property. Copyrights, patents, trade secrets, and trademarks are the most common. When these terms say Intellectual Property Rights, they also mean legal rights in applications to protect Intellectual Property Rights, like copyright, trademark, and patent applications.

Covered Intellectual Property

Covered Intellectual Property means all Intellectual Property Rights in these kinds of work, created by you alone or with others:

1. work you do or have done for the company

2. work you create using company equipment, supplies, facilities, or Confidential Information

3. work building on these kinds of work

Disclosure

You agree to keep records of the work you create for the company, and to promptly disclose Covered Intellectual Property to the company in writing, as it is created. If you’re not sure whether you’ve created Covered Intellectual Property, you agree to disclose your work to the company, so the company can decide.

Work Made for Hire

Assignment

License

You give the company a license for all rights in Covered Intellectual Property that aren’t assigned under Assignment, as well as any Intellectual Property Rights of others that you use in work for the company. That license allows the company to do anything that would otherwise infringe Intellectual Property Rights, and to sublicense others to do so. The license isn’t limited in time or otherwise, and you can’t revoke it. As far as possible, the license is also exclusive, so you can’t license the same Intellectual Property Rights to anyone else. However, the license for any Intellectual Property Rights covered by State Invention Assignment Exceptions is nonexclusive.

Moral Rights

If the law gives you “moral rights” in work for the company that you can’t assign, you waive those rights and promise not to enforce them against anyone.

Conflicting Agreements

You guarantee that agreeing to these terms and following them won’t cause you to break any other agreement with anyone else.

Intellectual Property Infringement

You guarantee you will not infringe the Intellectual Property Rights of others in work for the company.

Open Licensing

If the company provides policies on acceptable terms for open source, open data, open content, material dedicated to the public domain, or similar kinds of freely available work, you agree to follow those policies. You guarantee that any freely available work that you include in or build on in Covered Intellectual Property will conform to those policies.

Rights to License

Otherwise, you guarantee that you will not include or build on material covered by Intellectual Property Rights that you can’t license to the company under License in work for the company.