IUP

Software Development Center (SDC)

EMPLOYMENT AGREEMENT FOR TECHNICAL EMPLOYEE

In consideration of the commencement of my employment with the Software Development Center and the compensation hereafter paid to me, I agree as follows:

1. Software Development Center's Trade Secrets: I understand that in performance of my job duties with the Software Development Center, I will be exposed to the Software Development Center's trade secrets. "Trade secrets" means information or material that is commercially valuable to the Software Development Center and not generally known in the industry. This includes:

(a) any and all versions of the Software Development Center's proprietary computer software (including source code and object code), hardware, firmware and documentation;

(b) technical information concerning the Software Development Center's products and services, including product data and specifications, diagrams, flow charts, drawings, test results, know-how, processes, inventions, research projects and product development;

(c) information concerning the Software Development Center's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;

(d) information concerning the Software Development Center's employees, including their salaries, strengths, weaknesses and skills;

(e) information submitted by the Software Development Center's customers, suppliers, employees, consultants or co-venturers with the Software Development Center for study, evaluation or use; and

(f) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect the Software Development Center's business.

2. Nondisclosure of Trade Secrets: I will keep the Software Development Center's trade secrets, whether or not prepared or developed by me, in the strictest confidence. I will not use or disclose such secrets to others without the Software Development Center's written consent, except when necessary to perform my job. However, I shall have no obligation to treat as confidential any information which:

(a) was in my possession or known to me, without an obligation to keep it confidential, before such information was disclosed to me by the Software Development Center;

(b) is or becomes public knowledge through a source other than me and through no fault of mine; or

3. Confidential Information of Others: I will not disclose to the Software Development Center, use in the Software Development Center's business, or cause the Software Development Center to use, any information or material that is a trade secret of others. My performance of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me prior to my employment by the Software Development Center.

4. No Conflicting Obligations: I have no other current or prior agreements, relationships or commitments that conflict with this Agreement or with my relationship other than the following: [SPECIFY; IF NONE, SO STATE]

5. Return of Materials: When my employment with the Software Development Center ends, for whatever reason, I will promptly deliver to the Software Development Center all originals and copies of all documents, records, software programs, media and other materials containing any of the Software Development Center's trade secrets. I will also return to the Software Development Center all equipment, files, software programs and other personal property belonging to the Software Development Center.

6. Confidentiality Obligation Survives Employment: I understand that my obligation to maintain the confidentiality and security of the Software Development Center's trade secrets remains with me even after my employment with the Software Development Center ends and continues for so long as such material remains a trade secret.

7. Computer Programs Are Works Made for Hire: I understand that as part of my job duties I may be asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. I agree that any and all computer programs, documentation and other copyrightable materials that I am asked to prepare or work on as part of my employment with the Software Development Center shall be "works made for hire" and that the Software Development Center shall own all the copyright rights in such works. IF AND TO THE EXTENT ANY SUCH MATERIAL DOES NOT SATISFY THE LEGAL REQUIREMENTS TO CONSTITUTE A WORK MADE FOR HIRE, I HEREBY ASSIGN ALL MY COPYRIGHT RIGHTS IN THE WORK TO THE SOFTWARE DEVELOPMENT CENTER.

8. Disclosure of Developments: While I am employed by the Software Development Center, I will promptly inform the Software Development Center of the full details of all my inventions, discoveries, improvements, innovations and ideas (collectively called "Developments")--whether or not patentable, copyrightable or otherwise protectible--that I conceive, complete or reduce to practice (whether jointly or with others) and which:

(a) relate to the Software Development Center's present or prospective business, or actual or demonstrably anticipated research and development; or

(b) result from any work I do using any equipment, facilities, materials, trade secrets or personnel of the Software Development Center; or

9. Assignment of Developments: I hereby assign to the Software Development Center or the Software Development Center's designee, my entire right, title and interest in all of the following, that I conceive or make (whether alone or with others) while employed by the Software Development Center:

(a) all Developments;

(b) all copyrights, trade secrets, trademarks and mask work rights in Developments; and

10. Execution of Documents: Both while employed by the Software Development Center and afterwards, I agree to execute and aid in the preparation of any papers that the Software Development Center may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights at no charge to the Software Development Center, but at its expense.

If the Software Development Center is unable to secure my signature on any document necessary to obtain or maintain any patent, copyright, trademark or other proprietary rights, whether due to my mental or physical capacity or any other cause, I hereby irrevocably designate and appoint the Software Development Center and its duly authorized officers and agents as my agents and attorneys-in-fact to execute and file such documents and do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed by me.

11. Prior Developments: As a matter of record, I have identified all prior developments relevant to the subject matter of my employment by the Software Development Center that have been conceived or reduced to practice or learned by me, alone or jointly with others, before my employment with the Software Development Center, which I desire to remove from the operation of this Agreement. The Prior Developments consist of: [LIST ALL PRIOR DEVELOPMENTS OR "None."]

I represent and warrant that this list is complete. If there is no such list, I represent that I have made no such Prior Developments at the time of signing this Agreement.

12. Conflict of Interest: During my employment by the Software Development Center, I will not engage in any activities that conflict with the Software Development Center's best interests.

13. Post-Employment Noncompetition Agreement: I understand that during my employment by the Software Development Center I may become familiar with confidential information of the Software Development Center. Therefore, it is possible that I could gravely harm the Software Development Center if I worked for a competitor. Accordingly, I agree one year following the end of my employment with the Software Development Center not to compete through the use of Software Development Center client contacts with the Software Development Center in any of its business.

less than one year before the date of such hiring or engagement.

14. Enforcement: I agree that in the event of a breach or threatened breach of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. I agree, therefore, that the Software Development Center shall be entitled to an injunction to restrain me from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing the Software Development Center from pursuing any remedy at law or in equity for any breach or threatened breach.

15. General Provisions:

(a) Successors: The rights and obligations under this Agreement shall survive the termination of my service to the Software Development Center in any capacity and shall inure to the benefit and shall be binding upon: (1) my heirs and personal representatives, and (2) the successors and assigns of the Software Development Center.

(b) Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

(c) Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable against both the Software Development Center and me.

(d) Entire Agreement: This Agreement supersedes and replaces all former agreements or understandings, oral or written, between the Software Development Center and me, except for prior confidentiality agreements I have signed relating to information not covered by this Agreement.

(e) Modification: This Agreement may not be modified except by a writing signed both by the Software Development Center and me.

(f) Assignment: This Agreement may be assigned by the Software Development Center. I may not assign or delegate my duties under this Agreement without the Software Development Center's prior written approval.

Hiring and Evaluation Practices: I have read and understand the procedures for hiring, evaluation and promotion of student employees within the Software Development Center. In particular:

All the information provided on all forms is truthfully and accurate to the best of my knowledge.

I understand that certain procedures are my responsibility and if not performed or initiated by me that the evaluation and promotion process will not be completed.
I have read and understand the terms for termination.

I have carefully read and considered all provisions of this Agreement and agree that all of the restrictions set forth are fair and reasonably required to protect the Software Development Center's interests. I acknowledge that I have received a copy of this Agreement as signed by me.

_______________________________ Date: ___________________

Employee's Signature

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Typed or Printed Name

Witness:

_______________________________ Date: ___________________

Signature

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Typed or Printed Name

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