NON-DISCLOSURE & INTELLECTUAL PROPERTY/INVENTION ASSIGNMENT
AGREEMENT
In consideration and as a condition of the relationship with Tripesa Inc. (the “Company”),
the terms and provisions of this Non-Disclosure and Intellectual Property/Invention
Assignment Agreement shall be binding (this “Agreement”)
- Confidential Information
I. All information, whether or not in writing, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Confidential Information”) is and will be the exclusive property of the Company. Confidential Information also includes information received in confidence by the Company from its customers or suppliers or other third parties. Confidential Information may include, without limitation, information on finance, structure, business plans, employee performance, staffing, compensation of others, research and development, operations, manufacturing and marketing, strategies, customers, files, keys, certificates, passwords and other computer information, as well as information that the Company receives from others under an obligation of confidentiality.
II. This confidential information shall not, without the Company’s prior written permission be disclosed to anyone outside of the Company.
III. This confidential information shall not be used for any purpose other than the performance of the contract and obligations with Tripesa Inc. - Developments & Inventions
I. For purposes of this agreement, “(Intellectual Property Rights”) means any and all (i) copyrights and other rights associated with works of authorship throughout the world, including neighboring rights, moral rights, and mask works, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.
II. All the rights, title, and interest, including any and all Intellectual Property Rights pertaining on the Tripesa Platform and all works created, made, conceived, invented, developed, discovered or reduced to practice by Tripesa Inc or that relate to the business of the Company or any of the products or services being developed, manufactured, marketed, sold or otherwise provided by Tripesa Inc
or which may be used in relation to the Company or results from the use of premises, equipment, supplies, facilities or Confidential Information owned, leased or contracted by the Company, as well as all related or included drafts, source-codes, prototypes, notes, concepts, ideas, suggestions and approaches, modifications, improvements and derivative works, and each element and part
(collectively “Developments & Inventions”), and in and to all works base upon, derived from, or incorporating such Developments & Inventions, shall be the exclusive property of the Company.
III. All income, royalties, damages, claims and payments now or subsequently due or payable with respect to such Developments & Inventions, and all causes of action, either in law or in equity for past, present, or future infringement to the extent that the Developments & Inventions are copyrightable subject matter, shall be the exclusive property of the Company. - Breaches
I. Any breach, or threatened breach of this Agreement could cause irreparable damage and that in the event of such breach, or threatened breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance as well as all other equitable relief to prevent the violation of my obligations under this Agreement without the necessity of any proof of actual damages or the posting of a bond or other security. - Survival and Assignment by the Company:
i. The obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title or other terms and conditions relating to ownership and the company.
ii. The Company will have the right to assign this Agreement to its affiliates, successors and assigns and the terms, conditions and provisions herein shall remain binding without the necessity that this Agreement be re-executed at the time of such transfer. - Severability:
If any provision in this agreement is held to be invalid or unenforceable in any jurisdiction, the validity and enforceability of all remaining provisions contained in this Agreement shall not in any way be affected or impaired, and the invalid or unenforceable provisions shall be interpreted and applied so as to produce as near as may be the economic result intended by the Parties to this Agreement