1. Rights in Inventions
*
You understand that Company's clear and exclusive rights to the inventions, designs, discoveries, improvements, products, techniques, processes, know-how, strategies, formulas, data, documentation (collectively, 'Inventions") conceived, learned, developed or reduced to practice in connection with its business are critical to its success. Accordingly, you agree that all Inventions conceived, learned, developed or reduced to practice by you, either alone or jointly with others, in connection with the performance of you services hereunder land all patent, copyright and other intellectual property rights in respect of such Inventions) shall be the sole property of (and shall be promptly disclosed by You to) Company. You hereby assign, and agree to assign, to Company any right, title or interest you may have in or to such Inventions. In addition, as to copyrights, You agree that all such Inventions shall be deemed "works made for hire" and that Company shall be deemed the author for copyright purposes; provided, however, that if any such Invention is at any time determined to not be a work made for hire, this Agreement shall be deemed an irrevocable assignment of the copyright to the entire Invention. You shall at the request of Company execute all documents as are required to vest ownership of any Inventions in Company. You irrevocably appoint Company as your attorney-in-fact to execute all such documents as are required by this section. You shall treat all Inventions as Confidential Information of Company.
2. Payment
*
Earned compensation will be provided through continued administration as set up under the current conditions. Compensation will be based on the current payment cycle and questions should be directed to Opus 1 management.
3. Indemnification
*
Employee agrees to indemnify, defend, and hold harmless Opus 1 and its directors, officers, employees, agents, and representatives from any and all liabilities, losses, costs, damages, claims, liens, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses, insurance policy deductibles, and all other expenses arising out of, or related to: (a) any intentional or grossly negligent act or omission of Employee, or (b) Employee's failure to perform any of its obligations under this Agreement. Such indemnity shall apply to the fullest extent permitted by applicable law. Employee's obligations under this Section 9 shall survive the termination of this Agreement unless specifically waived in writing by Opus 1 after such termination.
4. Confidential Information
*
During the term of this Agreement, Employee may receive or have access to data and information that is confidential and proprietary to Opus 1, which includes but is not limited to: written, printed, graphic or electronically-recorded materials furnished by Opus 1 for Employee's use, business and marketing plans, current and prospective Customer lists, financial data, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, and information belonging to Customers and suppliers of Opus 1 about whom Employee's gained knowledge as a result of Employee's services to Opus 1 (“Confidential Information”). “Customers” is defined below in Section 13. All such Confidential Information made available to, disclosed to, or otherwise made known to Employee in connection with this Agreement shall be considered the sole property of Opus 1. Confidential Information may be used by Employee only for purposes of performing the obligations of Employee hereunder, and cannot use Confidential Information for his/her own benefit or the benefit of anyone other than Opus 1. Employee shall not disclose Confidential Information to any third party without the prior written consent of Opus 1. Employee shall not use or duplicate any proprietary information belonging to, or supplied by, Opus 1, except as authorized by Opus 1. Upon the termination of this Agreement, or at any time upon request, Employee shall return to Opus 1 all electronic data, equipment, software, passwords and codes, parking passes, identification or security badges, key cards or keys, originals, copies, or extracts of all documents and materials containing any Confidential Information at the location at which Employee primarily performs Services for Opus 1. These obligations of confidentiality and non-disclosure shall remain in effect for a period of three (3) years following the termination of this Agreement, or at such time that Opus 1 provides written consent that such obligations have been terminated.
5. Intellectual Property
*
Employee assigns to Opus 1 all rights in all designs, creations, improvements, original works of authorship, formulas, processes, know-how, techniques, inventions, and all other information or items created by Employee during the term of this Agreement. The rights assigned include title and interest in all patent, copyright, trade secret, trademark, and other propriety rights, in perpetuity and throughout the world. Employee agrees that the consideration paid under this Agreement is sufficient for the assignment, and agrees to irrevocably appoint Opus 1 as Employee's attorney-in-fact to execute any documents necessary to secure any patents, trademarks, copyrights, or other proprietary rights at no charge to Opus 1. Employee agrees not to use any of the work described in this Section 11 for the benefit of any other party without Opus 1’s prior written consent. This provision shall survive the termination of this Agreement.
7. Non-Solicitation
*
Employee will not engage in any business activity or work that solicits business from, or is competitive with, Opus 1’s business within ten (10) miles of Opus 1’s studio locations during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, unless approved in writing by Opus 1. Employee agrees not to solicit or attempt to sell any services to, or interfere with Opus 1’s relationship with any Customer, school, student, entity, or organization. “Customer” means all persons or entities that have: (a) sought or obtained Opus 1’s services, including but not limited to any students currently enrolled with Opus 1, (b) contacted Teacher or Opus 1 for the purpose of seeking or obtaining Opus 1’s services, or (c) been contacted by Opus 1 for the purpose of providing its services. Employee further agrees not to solicit, hire, employ, or cause any person or entity to solicit, hire, or employ any employee engaged by Opus 1. This provision shall be valid and enforceable to the fullest extent permitted by law.
