Doc.Ti	=	Balanced Employee Intellectual Property Agreement 1.0.1
This.sec	=	This {Doc.Ti} is between {_Employee} and {_Company}.
Why.1.sec	=	What is this? This is the {_Company}'s Intellectual Property Agreement ("{DefT.Agreement}"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("{DefT.IP}") is yours, and what belongs to the {_Company}.
Why.2.sec	=	Why is this? The {_Company} needs to be clear on what {_IP} it owns and has rights to. Its customers, employees, and investors depend on the {_Company} having the legal rights to the products and services it is providing so that the {_Company} can continue operating and doing business.
Why.3.sec	=	The {_Company} also believes that it's important to be clear on what it doesn't own. The {_Company} doesn't want you looking over your shoulder every time you work on something personal or worrying that the {_Company} will someday seize your open source non-lethal mousetrap simulation software. In other words, the {_Company} isn't interested in appropriating your personal projects.
Why.4.sec	=	Read this. Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the {_Company} cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let the {_Company}'s legal department ("{DefT.Legal}") know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on.
Why.	=	[G/Z/ol-none/s4]
That.sec	=	Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following:
1.Ti	=	What the {_Company} owns
1.1.sec	=	The {_Company} owns any {_IP} ("{DefT.Company_IP}") that you create, or help create as its employee or contractor, but only if it meets one or more of these additional conditions: The {_IP} was (i) related to an existing or prospective {_Company} product or service at the time you developed, invented, or created it, (ii) developed for use by the {_Company}, or (iii) developed or promoted with existing {_Company_IP} or with the {_Company}'s endorsement. You hereby grant and assign, and will grant and assign, to the {_Company} all rights and interests in all {_Company_IP}.
1.2.sec	=	"{_Company_IP}" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship.
1.	=	[G/Z/ol/s2]
2.Ti	=	What the {_Company} doesn't own
2.1.sec	=	If you create {_IP} that doesn't fit into one of the categories listed above, the {_Company} doesn't own it. In other words, the {_Company} doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your {_IP}, including the one furnished to you by the {_Company}.
2.2.sec	=	The {_Company} also doesn't own {_IP} excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you.
2.	=	[G/Z/ol/s2]
3.Ti	=	Contribution of your {_IP} to {_Company} projects
3.sec	=	If you include your own {_IP} – such as {_IP} you created prior to working for the {_Company} – into a {_Company} product or service, it's still yours, of course, but you grant the {_Company} a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("{DefT.License}"). If you include your name in any project over which the {_Company} would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the {_License} covers the rights associated with that use of your name as well.
4.Ti	=	Your contributions to non-{_Company} projects
4.sec	=	The {_Company} recognizes that you may be engaged in work that requires you to submit {_IP} to entities other than the {_Company}, such as open source projects used by the {_Company}. Please make sure that {_Legal} is aware of what you're working on so that {_Legal} can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with {_Legal} before doing so. These agreements may be legally binding on the {_Company} and so should be run through {_Legal} first.
5.Ti	=	Works made for hire
5.sec	=	All {_Company_IP} that you are involved with or create as part of your work for the {_Company} is work made for hire under copyright law and compensated by your regular salary or pay.
6.Ti	=	No conflicts
6.sec	=	You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future.
7.Ti	=	{_IP} protection
7.sec	=	The {_Company} might someday need to show the work that went into the development of {_IP} that it uses or has used, or to make government filings to establish that it owns the {_IP} or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any {_Company_IP} or {_IP} under {_License} (together, "{DefT.All_IP}"), and, if the {_Company} asks, to provide those records to the {_Company}. You agree to help the {_Company} secure and defend its rights in {_All_IP}, including after you leave the {_Company}. For your help the {_Company} will compensate you at a reasonable rate. If the {_Company} is unable to secure your help, you authorize the {_Company} to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to {_All_IP}.
8.Ti	=	Confidentiality
8.1.sec	=	As an employee or contractor of the {_Company}, you will have access to sensitive confidential information that is important to the {_Company}'s business. You are responsible for keeping this information confidential, including after you end your work for the {_Company}.
8.2.sec	=	Please be aware, however, that under the Defend Trade Secrets Act of 2016, you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding.
8.3.sec	=	{Def.Confidential_Information.sec}
Def.Confidential_Information.sec	=	"{_Confidential_Information}" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the {_Company} because it is not publicly known.
8.4.sec	=	The {_Company}'s {_Confidential_Information} is sensitive and we expect that you'll treat it as such. You agree to only use the {_Company}'s {_Confidential_Information} for the purpose of performing your job and for the benefit of the {_Company}. You will do your best to keep {_Confidential_Information} secret. If you are not sure if something is {_Confidential_Information}, you should assume that it is, until you can confirm otherwise.
8.	=	[G/Z/ol/s4]
	=	[G/AgtForm/US/0.md]
	=	[G/Z/ol/8]