EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
In consideration of, and as a condition of my employment, Integration Appliance, Inc., a Delaware corporation with its principal offices in the State of California (Intapp or the Company), and I, Stephen Robertson, enter into this Employee Invention Assignment and Confidentiality Agreement (the Agreement):
1. Disclosure of Inventions. As used in this Agreement, Inventions means all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during my employment with the Company. I will promptly disclose in confidence to the Company, or to any person designated by it, all Inventions that I make, create, conceive or first reduce to practice, either alone or jointly with others, during my employment, whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets.
2. Work Made for Hire; Assigned Inventions. I agree that any copyrightable works I prepare within the scope of my employment will be works made for hire under the Copyright Act, and that the Company will be considered the author and owner of such copyrightable works. I also agree that, subject to Section 3, any Invention that I make, create, conceive or first reduce to practice during my employment is the sole and exclusive property of the Company if the Invention meets any of the following criteria (the Assigned Inventions):
(a) Relates, at the time of conception or reduction to practice of the Invention to: (i) the Companys business, project or products, or to the manufacture or utilization thereof; or (ii) the actual or demonstrably anticipated research or development of the Company; or
(b) Results from any work I directly or indirectly performed for the Company; or
(c) Results, at least in part, from my use of the Companys time, equipment, supplies, facilities or trade secret information.
3. Excluded Inventions and Other Inventions. Exhibit A sets forth a list describing all existing Inventions, if any, that may relate to the Companys business or actual or demonstrably anticipated research or development and that I made or acquired prior to the Effective Date (as defined in Section 18), and which are not to be assigned to the Company (Excluded Inventions). If no such list is attached, I represent and agree that it is because I have no rights in any existing Inventions that may relate to the Companys business or actual or demonstrably anticipated research or development. For purposes of this Agreement, Other Inventions means Inventions in which I have or may have an interest, as of the Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions.
4. Exception to Assignment. I understand that the Assigned Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention that qualifies fully for exclusion under Section 2870 of the California Labor Code, a copy of which is attached as Exhibit B.