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2. Employee agrees that, by virtue of the knowledge that Employee has received or will

receive in connection with activities on behalf of Employer, and the relationship of trust and

confidence between Employee and Employer, Employee has or will have access or knowledge

of other information and knowledge of the operations of Employer that is proprietary in nature,

including, without limitation, information concerning the relationships between Employer and
various individuals, entities, suppliers, and customer lists.

3. Definitions.

a. “Entity” shall mean any corporation, partnership, limited liability company or
partnership, trust, joint venture, association or business enterprise.

b. “Invention” means any process, technique, machine, manufacture, design, or

composition of matter, or any new and useful improvement thereof, or any variety

of plant, whether or not patentable under the patent laws of the United States.

c. “Client” means any individual or entity doing business with or receiving services
from the Company, including but not limited to customers and suppliers.

B. Inventions.
1. Employee agrees that all Inventions that:

a. Employee develops using Employer’s equipment, supplies, facilities, time, personnel,

or trade secrets; and/or

b. Result from work he/she performs for Employer; and/or
c. Otherwise relate to Employer’s actual or demonstrably anticipated research and/or

development,

are the sole and exclusive property of Employer, and Employee agrees to assign, and hereby

does assign, all such Inventions to Employer.
2. Employee shall promptly disclose any and all such Inventions (as described in Section

B1) to Employer, and cooperate, as necessary, in executing any documents or paperwork

necessary to perfect Employer’s interest in the Invention, and otherwise assist in obtaining,

maintaining, defending and/or enforcing Employer’s full benefit, enjoyment, rights, and title
throughout the world in said Inventions, whether through patent, trade secret, copyright, or

otherwise, even after termination of employment, at Employer’s cost. Such acts may include,

but are not limited to execution of documents and assistance in the filing, prosecution,