EMPLOYEE INVENTION ASSIGNMENT AND
In consideration of, and as a condition of my employment with Kiromic, LLC, a Delaware limited liability company with its principal offices in the State of Texas (the Company ), I, as the Employee signing this Employee Invention Assignment and Confidentiality Agreement (this Agreement), hereby represent to the Company, and the Company and I hereby agree as follows:
1. Purpose of Agreement. I understand that the Company is engaged in a continuous program of research, development, production and /or marketing in connection with its current and projected business and that it is critical for the Company to preserve and protect its proprietary information, its rights in certain inventions and works and in related intellectual property rights. Accordingly, I am entering into this Agreement, whether or not I am expected to create inventions or other works of value for the Company. As used in this Agreement, Inventions means inventions, improvements, designs, original works of authorship fixed in any tangible medium of expression (whether or not protectable under copyright laws), formulas, processes, compositions of matter, computer software programs, databases, mask works, confidential information, trade secrets, trademarks, trade names, trade dress, know-how, ideas (whether or not protectable under trade secret laws), and all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or other laws, together with all rights to obtain, register, perfect and/or enforce such protectable subject matter, and includes without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software, and designs.
2. Disclosure of Inventions. I will promptly disclose in confidence to the Company, or to any person designated by it, all Inventions that 1 make, create, conceive or first reduce to practice, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets. I further will promptly disclose promptly in writing to Company all Inventions conceived, reduced to practice, created, derived, developed, or made, as applicable, during the six (6) months after the end of my employment with Company, whether or not Employee believes such Inventions are subject to this Agreement, to permit a determination by Company as to whether or not the Inventions should be the property of Company.
3. Work for Hire; Assigned Inventions. I acknowledge and agree that any copyrightable works prepared by me 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 agree that all Inventions that I make, create, conceive or first reduce to practice during the period of my employment or within six months of my employment, whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets, and that (i) are developed using equipment, supplies, facilities or trade secrets of the Company; (ii) result from work performed by me for the Company; or (iii) relate to the Companys business or actual or demonstrably anticipated research or development (the Assigned Inventions ), will be the sole and exclusive property of the Company.