Employment and Confidentiality Agreement

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Employment and Confidentiality Agreement
In consideration of my employment or continued employment by the University of Wisconsin Extension, [insert
Department], and in recognition of the fact that as an employee of [ insert Department] I will or may have access to
Confidential Information, I agree with [insert Department ] as follows:
1.
Non-Compete: Employee agrees not to use any knowledge, practice or resource gained during employment at
UW-Extension [insert Department] for the furtherance of any competing company, institution or practice for a
period of eighteen months after leaving employment by UW Extension [insert Department ]. Employee
acknowledges that they will be made privy to trade secrets during the course of employment by UW-Extension
[insert Department]. Employee agrees to exert best efforts to hold these trade secrets in confidence during and
subsequent to their employment at UW Extension, [insert Department].
2.
Unauthorized Disclosure of Confidential Information: While employed by UW Extension [insert Department]
and thereafter, employee shall not, directly or indirectly, disclose to anyone outside of UW Extension [insert
Department] any Confidential Information or use any Confidential Information (as hereinafter defined) other
than pursuant to my employment by and for the benefit of UW Extension [insert Department]. The term
‘Confidential Information’ as used throughout this Agreement means all data or information not generally known
outside of UW Extension [insert Department] whether prepared or developed by or for UW Extension [insert
Department] or received by UW Extension [insert Department] from an outside source. Without limiting the
scope of this definition, Confidential Information includes any technical data, design, pattern, formula, computer
program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new or
revised product; and any business, marketing, financial or sales record, data, plan or survey; and any other record
or information relating to the present or future business or products of UW Extension [insert Department]. All
Confidential Information and copies thereof are the sole property of the Board of Regents of the University of
Wisconsin.
3.
All Developments are the Property of the Board of Regents of the University of Wisconsin: All Confidential
Information and all other discoveries, inventions, processes, methods and improvements, conceived, developed,
or otherwise made by me at any time, alone or with others and in any way relating to UW Extension [insert
Department] present or future business or products, whether or not patentable or subject to copyright protection
and whether or not reduce to tangible form or reduced to practice, during the period of my employment with UW
Extension [insert Department], shall be the sole property of the Board of Regents of the University of
Wisconsin. I agree to, and hereby do, assign to the Board of Regents of the University of Wisconsin all my right,
title and interest throughout the world in all and to all Developments. I agree that all such Developments shall
constitute works made for hire under the copyright laws of the United States and hereby assign to the Board of
Regents of the University of Wisconsin all copyrights, patents, and other proprietary right I may have in any such
Development.
4.
Employee’s Obligation to Disclose Developments: I shall make and maintain adequate and current written records
of all Developments, and I shall disclose all Developments promptly, fully and in writing to UW Extension
[insert Department] promptly after development of the same, and at anytime upon request, provided, however,
that Developments excluded under Paragraph 5 of this Agreement shall be received by UW Extension [insert
Department] in confidence. Disclosure is defined as recording in full paragraph format in a log kept at an
assigned desk.
5.
Exceptions to this Agreement: I have informed UW Extension [insert Department] in writing of any and all
continuing obligations to any previous employers which require me not to disclose to UW Extension any
information, and I have also informed UW Extension [insert Department] in writing of any and all Confidential
Information or Development which I claim as my own and intend to exclude from Paragraph 4 of this Agreement
because it was developed by my prior to the commencement of my employment by UW Extension [insert
Department]. There shall also be excluded from Paragraph 4 of this Agreement any development may by me a)
which is developed by me without the use of UW Extension [insert Department] property or facilities, b) which
does not make use of any Confidential Information, c) which is developed by me entirely on my own time, and d)
which does not relate to UW Extension [insert Department] business or to UW Extension’s ongoing or planned
research and development efforts.
6.
Return of Property: At any time upon request of UW Extension [insert Department], I shall return to UW
Extension [insert Department] all UW Extension property, including all copies of all Confidential Information
or Developments.
7.
Information Technology Resources: All employees will abide by UW Extension’s established Information
Technology Policy.
My obligations under this Agreement shall survive the termination of my employment with UW Extension [insert
Department] regardless of or reasons for such termination, and regardless of whether such termination constitutes a
breach of this Agreement or of any other agreement I may have with UW Extension [insert Department]. If any
provisions of this Agreement are unenforceable for any reason, the validity of any other provision hereof shall not be
affected thereby.
The Agreement shall be governed and construed according to the laws of the State of Wisconsin, and shall be deemed to
be effective as of the first day of my employment by UW Extension. This Agreement is executed under seal.
BY PLACING MY SIGNATURE HEREUNDER, I ACKNOWLEDGE THAT I HAVE READ ALL THE PROVISIONS
OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.
Employee’s Signature:
Print Name:
Date of Hire:
Accepted:
UW Extension, [Department or Division Name]….
By:
Date:
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