As a condition to my employment with Rainmaker Marketing Consultants, LLC (hereinafter referred to as "the Company"): I agree that:
1. All inventions, ideas, and discoveries, whether or not patentable, conceived, or made by me (a) while in the employ of the Company or following termination of my employment, which relate to or constitute improvements on the Company's existing or contemplated products, components, ingredients, intermediates, formulae or data, or apparatuses, processes, techniques, or procedures employed in the production of same, or any improvements thereof, (b) during working hours, or (c) while utilizing facilities, materials, labor, or information of the Company, shall become the exclusive property of the Company.
2. I will disclose promptly all such inventions, ideas, and discoveries to the Company, and on request of and at the expense of the Company will do all acts, sign all papers, make all rightful oaths, and give evidence and testimony necessary or desirable to perfect and maintain any patent assets and other rights on any or all such inventions, ideas, or
3. I will assign, without further compensation to me but at the expense of the Company, my entire right, title, and interest in and to any and all such inventions, ideas, and discoveries to the Company.
4. I will hold in secret, and not divulge to any non-Company personnel without first obtaining the express written authorization of the Company, private and proprietary information trade secrets, and know-how of both the Company and all customer proprietary information disclosed to the Company, which I may learn or comes into my possession through or in the course of my employment with the Company.
5. Nothing herein will prevent me, after my employment terminates, from using skills and knowledge of general nature gained while I am employed by the Company.
I will perform services for Rainmaker Marketing Consultants, LLC which may require Rainmaker Marketing Consultants, LLC to disclose confidential and proprietary information ("Confidential Information") to me. (Confidential Information is any information of any kind, nature, or description concerning any matters affecting or relating to Employee's services for Rainmaker Marketing Consultants, LLC, the business or operations of Rainmaker Marketing Consultants, LLC, and/or the products, drawings, plans, processes, or other data of Rainmaker Marketing Consultants, LLC. Accordingly, to protect the Rainmaker Marketing Consultants, LLC Confidential Information that will be disclosed to me, I agree as follows:
1. I will hold the Confidential Information received from Rainmaker Marketing Consultants, LLC in strict confidence and shall exercise a reasonable degree of care to prevent disclosure to others.
2. I will not disclose or divulge either directly or indirectly the Confidential Information to others unless first authorized to do so in writing by Rainmaker Marketing Consultants, LLC.
3. I will not reproduce the Confidential Information nor use this information commercially or for any purpose other than the performance of his/her duties for Rainmaker Marketing Consultants, LLC.
4. I will, upon the request or upon termination of my relationship with Rainmaker Marketing Consultants, LLC, deliver to Rainmaker Marketing Consultants, LLC any drawings, notes, documents, equipment, and materials received from Rainmaker Marketing Consultants, LLC or originating from its activities for Rainmaker Marketing Consultants, LLC.
5. Rainmaker Marketing Consultants, LLC shall have the sole right to determine the treatment of any information that is part or project specific received from me, including the right to keep the same as a trade secret, to use and disclose the same without prior patent applications, to file copyright registrations in its own name or to follow any other procedure as Rainmaker Marketing Consultants, LLC may deem appropriate.
6. Rainmaker Marketing Consultants, LLC reserves the right to take disciplinary action, up to and including termination for violations of this agreement. I represent and warrant that it is not under any preexisting obligations inconsistent with the provisions of this Agreement.
I acknowledge that Rainmaker Marketing Consultants, LLC owns proprietary Confidential Information which constitutes a valuable, special, and unique asset of the company. While not appraised, I acknowledge that the value of the assets herein described is not less than $500,000. This Confidential Information has been compiled and developed by Rainmaker Marketing Consultants, LLC, and its affiliated businesses, over time at considerable expense and effort, has not been divulged to third parties, and is not known to Rainmaker Marketing Consultants, LLC's competitors, who could obtain economic value from such information if it is/was divulged. As used herein, the term "Confidential Information" includes all information and materials belonging to, used by, or in the possession of Rainmaker Marketing Consultants, LLC and its affiliated businesses relating to their products, processes, services, technologies, inventions, patents, ideas, contracts, forms, records, data, financial information, business strategies, pricing, marketing plans, customer lists, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information was acquired by myself, or (b) information that subsequently becomes public through no act or omission of my own doing. I agree that all Confidential Information is and shall continue to be the exclusive property of Rainmaker Marketing Consultants, LLC, whether or not disclosed to or entrusted to my custody. It is therefore unconditionally acknowledged and agreed by the parties hereto that if I am terminated by Rainmaker Marketing Consultants, LLC, with or without cause, or if I terminate employment with Rainmaker Marketing Consultants, LLC, I will not engage in any endeavor that will compete with Rainmaker Marketing Consultants, LLC in any manner whatsoever for a period of one ( 1) year from the date of this Agreement or any renewal thereof. Such Agreement not to compete will include areas within one hundred (100) miles of corporate headquarters and/or any satellite location of Rainmaker Marketing Consultants, LLC now or as may be established in the future. Should I violate the terms of this Agreement, not to compete with Rainmaker Marketing Consultants, LLC then Rainmaker Marketing Consultants, LLC may, at its option, file suit against me and seek a Temporary Restraining Order, Temporary Injunction, Permanent Injunction and/or Monetary Damages as well as any other relief to which it may be justly entitled at law or in equity, including attorney's fees and related costs. Except as Rainmaker Marketing Consultants, LLC may otherwise consent to in writing, I will not, directly or indirectly, use, other than for the benefit of Rainmaker Marketing Consultants, LLC, publish, or otherwise disclose, either in writing, orally or electronic form, at any time to any one, any of Rainmaker Marketing Consultants, LLC's Confidential Information, whether or not conceived, originated, discovered, or developed in whole or in part by myself. My obligation to preserve the secrecy of Confidential Information shall survive the termination of this Agreement and/or my employment with Rainmaker Marketing Consultants, LLC. Upon termination of my employment, I agree to return to Rainmaker Marketing Consultants, LLC all files, papers, and materials of any and every kind, regardless of form, which contain or relate to Confidential Information.