In exchange for being employed by Intel Corporation (“Intel”) or any of its subsidiaries, affiliates or successors (collectively, the “Intel Group”), I agree that:
1. General Conduct While working for any company in the Intel Group, I will perform my assigned duties and comply with all Intel Group policies, procedures, guidelines, rules, and instructions, including Intel's Corporate Business Principles. The company within the Intel Group that is my employer is referred to in this Agreement as “Employer.” 2. Prior Third Party Information I represent that I do not possess, have not brought, and will not bring to the Intel Group, nor use in the course of the performance of my duties at the Intel Group, any proprietary or confidential information of any former employer or third party without their written authorization. 3. Confidential Information At all times, both during and after my employment with the Intel Group, I will not use (except for the benefit and at the direction of the Intel Group) and will hold in confidence and not disclose (without written authorization from a company in the Intel Group, except to the extent I am authorized to do so in the course of my duties) any proprietary information or trade secret (technical or otherwise) of the Intel Group or any third party to which I gain access pursuant to my employment, until such information becomes generally and rightfully known outside the Intel Group without non-disclosure restriction, or for the maximum period of time for
maintaining trade secrets as permitted by law in the jurisdiction in which I am employed if such period is shorter. I agree not to make unauthorized copies of such confidential information and to return to the Intel Group
immediately upon my termination or upon request by any company in the Intel Group all tangible forms of such confidential information, including but not limited to drawings, computerized data or programs, specifications, documents, devices, models, employee lists, customer lists or phone books, or any other Intel Group confidential information. I will, at all times, treat third parties’ confidential information, to which I have access during my
employment by the Intel Group, according to the terms of any agreement between any company in the Intel Group and the third parties regarding such third party confidential information. 4. Intel Intellectual Property During my employment with the Intel Group, I will, without additional compensation, promptly disclose and, to the full extent allowed by law and subject to creation of such property, I do hereby assign to Employer (or such other company in the Intel Group as may be designated by Employer), all rights to which I may be entitled with respect to patents, trade secrets, copyrights, mask works, trademarks, inventions, discoveries, designs, formulae, processes, methods, manufacturing techniques, improvements, ideas, copyrightable works, and other intellectual property: (a) which relate to the Intel Group’s past, present, or demonstrated or reasonably foreseeable future business or research, whether or not developed during normal working hours; or (b) which are developed with the use or aid of any Intel Group equipment, supplies or facilities; or (c) which use or are based on or developed from any proprietary or confidential information of the Intel Group, or of a third party, access to
which I obtain through the Intel Group or in the course of my duties at the Intel Group; or (d) which result from any work, service, or duty I perform for the Intel Group, and I agree to waive any pre-emptive or other rights that I may have in such property. At all times, both during and after my employment with the Intel Group, I will do whatever is reasonably requested by my Employer, at Employer’s expense, to assist Employer or its designee in obtaining and enforcing its rights throughout the world with respect to the assignments which I have made or am obligated to make to Employer or its designee under this Agreement. I am not obligated to assign to Employer or its designee any rights in inventions which I develop entirely on my own time without using the Intel Group’s equipment, supplies, facilities, or trade secrets, except for inventions: (i) which relate at the time of conception or reduction to practice to the Intel Group’s business, or actual or demonstrably anticipated research or development, or (ii) which result from any work performed by me for the Intel Group. 5. Employee Intellectual Property The purpose of this section 5 is to enable the Intel Group to determine its rights and risks. As to any intellectual property rights, whether vested or pending, which I own or control in whole or in part, either (i) prior to joining the Intel Group or (ii) at any time during my employment with the Intel Group to the extent that such rights are not subject to section 4 above, I do not assign such rights to Employer but I do grant Employer (or its designee) a non-exclusive, non-transferable (except within the Intel Group), perpetual, irrevocable, royalty-free, world-wide license, with the right to sublicense, to make, have made, use, sell, offer to sell, import, reproduce, have reproduced, prepare derivative works of, distribute, and otherwise dispose of any product or document, except that I do not grant any license to any item of intellectual property which is identified by me in Appendix A at the time of execution of this Agreement and such Appendix A is submitted directly by me to Intel Legal and actually received by Intel Legal within five working days of my hiring.
As to any intellectual property identified in Appendix A, and as to any intellectual property which I acquire or control during my Intel Group employment and which is not assigned or licensed to Employer or its designee, I agree that: (A) I will (i) notify Intel Legal in writing of any change in status, within five working days of such change, such as my acquisition of a new intellectual property right, or such as a patent application becoming an issued patent, (ii) notify Intel Legal in writing promptly upon learning or reasonably suspecting that any Intel Group product includes, or is proposed to include, such intellectual property, (iii) not cause any Intel Group product to infringe such intellectual property, and (iv) not use my Intel Group employment to in any way disadvantage the Intel Group with regard to any such intellectual property; or (B) I grant Employer (or its designee) a license as described above. No such license grant shall limit other remedies otherwise available to the Intel Group.
If I fail to make any required disclosure or breach any term of this paragraph 5, I agree that any applicable
limitations periods shall be tolled and shall not run as to any claim, right, or cause of action Employer may have relating to such disclosure or breach that would have been discovered had the required disclosure been made, until such time as Employer obtains actual knowledge of the facts giving rise to its claim.
6. Miscellaneous I understand that if Intel is not my Employer, Intel is signing this Agreement as agent for the Intel Group company that is my Employer. I understand and agree that my employment with companies in the Intel Group is “at will.” This means that (unless otherwise provided by applicable law if Employer and Employee are located outside of the United States) both my Employer and I have the right to terminate my employment at any time, with or without advance notice and with or without cause. The terms and conditions stated herein are severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable in that jurisdiction and Employer and I shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this Agreement. This Agreement: (a) survives my employment by the Intel Group, (b) inures to the benefit of successors and assigns of the Intel Group, and (c) is binding upon my heirs, assigns, and legal representatives. To the best of my information and belief, I am not a party to any other agreement which will interfere with my full compliance with this Agreement, except as specifically identified herein: . This Agreement may not be modified or amended except in a writing signed by the parties.
This Agreement is effective as of my first day of employment with any company in the Intel Group, remains in effect if my employment is transferred to any other company in the Intel Group (which shall then become my Employer hereunder) and supersedes any prior Employee Agreement and any confidentiality and intellectual property ownership provisions in any employment contract signed by me with any company in the Intel Group. I have carefully read all of the provisions of this Agreement and I understand and will fully and faithfully comply with such provisions.
INTEL CORPORATION
______________________________ D. Bruce Sewell
Vice President and General Counsel
Employee
Printed Name (please print clearly)
Signature Date
Social Security No. (if applicable) APPENDIX A TO EMPLOYMENT AGREEMENT
NON-LICENSED INTELLECTUAL PROPERTY
(List only IP that you own or control, not patents which your former employer owns but which name you as an inventor.) Employee Name (please print)__________________________________
Date ________________
1. ______________________________________________________________________________ ______________________________________________________________________________2. ______________________________________________________________________________ ______________________________________________________________________________3. ______________________________________________________________________________ ______________________________________________________________________________4. ______________________________________________________________________________ ______________________________________________________________________________5. ______________________________________________________________________________ ______________________________________________________________________________6. ______________________________________________________________________________ ______________________________________________________________________________7. ______________________________________________________________________________ ______________________________________________________________________________8. ______________________________________________________________________________ ______________________________________________________________________________9. ______________________________________________________________________________ ______________________________________________________________________________10. ______________________________________________________________________________ ______________________________________________________________________________11. ______________________________________________________________________________ ______________________________________________________________________________12. ______________________________________________________________________________ ______________________________________________________________________________13. ______________________________________________________________________________ ______________________________________________________________________________14. ______________________________________________________________________________ ______________________________________________________________________________15. ______________________________________________________________________________ ______________________________________________________________________________16. ______________________________________________________________________________
______________________________________________________________________________
Attach additional sheets as necessary. Number of additional sheets attached: ___________
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