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Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
CONFIDENTIALITY AND INVENTION AGREEMENT
!his Confidentiality and nvention Agree0ent 12Agree0ent23 is 0ade and effective this 4%A!E5+
*E!/EE$6 4E.P"('EE $A.E5 1the 2E0ployee23+ a corporation organi7ed and e8isting
9nder the laws of the 4S!A!E:P&(-$CE5+ with its head office located at6
AND: [COMPANY NAME] 1the 2Co0pany23+ a corporation organi7ed and e8isting
9nder the laws of the 4S!A!E:P&(-$CE5+ with its head office located at6
n consideration of the E0ployee relationship with the Co0pany 1which for p9rposes of this Agree0ent
shall be dee0ed to incl9de any s9bsidiaries or Affiliates of the Co0pany3+ the receipt of confidential
infor0ation while associated with the Co0pany+ and other good and val9able consideration+ the
9ndersigned E0ployee+ agrees that6
1. TERMS OF AGREEMENT
!his Agree0ent shall contin9e in f9ll force and effect for the d9ration of the relationship between the
E0ployee and the Co0pany and shall contin9e thereafter 9ntil ter0inated thro9gh a written instr90ent
signed by both parties.
,or p9rposes of this Agree0ent+ ;Affiliate< shall 0ean any person or entity that shall directly or indirectly
controls+ is controlled by+ or is 9nder co00on control with the Co0pany.
2. CONFIDENTIALITY
2.1. Definitions
2Proprietary nfor0ation2 is all infor0ation and any idea whatever for0+ tangible or intangible+
pertaining in any 0anner to the b9siness of the Co0pany+ or any of its Affiliates+ or its e0ployees+
clients+ E0ployees+ or b9siness associates+ which was prod9ced by any e0ployee or E0ployee of
the Co0pany in the co9rse of his or her e0ploy0ent or cons9lting relationship or otherwise prod9ced
or ac=9ired by or on behalf of the Co0pany. All Proprietary nfor0ation not generally >nown o9tside of
the Co0pany?s organi7ation+ and all Proprietary nfor0ation so >nown only thro9gh i0proper 0eans+
shall be dee0ed 2Confidential nfor0ation.2 *y e8a0ple and witho9t li0iting the foregoing definition+
Proprietary and Confidential nfor0ation shall incl9de+ b9t not be li0ited to6
a. ,or09las+ research and develop0ent techni=9es+ processes+ trade secrets+ co0p9ter
progra0s+ software+ electronic codes+ 0as> wor>s+ inventions+ innovations+ patents+ patent
applications+ discoveries+ i0prove0ents+ data+ >now@how+ for0ats+ test res9lts+ and
research proAectsB
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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
b. nfor0ation abo9t costs+ profits+ 0ar>ets+ sales+ contracts and lists of c9sto0ers+ and
distrib9torsB
c. *9siness+ 0ar>eting+ and strategic plansB forecasts+ 9np9blished financial infor0ation+
b9dgets+ proAections+ and c9sto0er identities+ characteristics and agree0entsB and
e0ployee personnel files and co0pensation infor0ation.
Confidential nfor0ation is to be broadly defined+ and incl9des all infor0ation that has or co9ld have
co00ercial val9e or other 9tility in the b9siness in which the Co0pany is engaged or conte0plates
engaging+ and all infor0ation of which the 9na9thori7ed disclos9re co9ld be detri0ental to the interests of
the Co0pany+ whether or not s9ch infor0ation is identified as Confidential nfor0ation by the Co0pany.
2.2. Existence of Confidenti! Info"#tion
!he Co0pany owns and has developed and co0piled+ and will develop and co0pile+ certain trade
secrets+ proprietary techni=9es and other Confidential nfor0ation which have great val9e to its
b9siness. !his Confidential nfor0ation incl9des not only infor0ation disclosed by the Co0pany to the
E0ployee+ b9t also infor0ation developed or learned by the E0ployee d9ring the co9rse of the
relationship with the Co0pany.
2.3. P"otection of Confidenti! Info"#tion
!he E0ployee will not+ directly or indirectly+ 9se+ 0a>e available+ sell+ disclose or otherwise
co009nicate to any third party+ other than in the assigned d9ties and for the benefit of the Co0pany+
any of the Co0pany?s Confidential nfor0ation+ either d9ring or after the relationship with the
Co0pany. n the event the E0ployee desires to p9blish the res9lts of the wor> for the Co0pany
thro9gh literat9re or speeches+ the E0ployee will s9b0it s9ch literat9re or speeches to the President
of the Co0pany at least 4$U.*E&5 days before disse0ination of s9ch infor0ation for a deter0ination
of whether s9ch disclos9re 0ay alter trade secret stat9s+ 0ay be preA9dicial to the interests of the
Co0pany+ or 0ay constit9te an invasion of its privacy. !he E0ployee agrees not to p9blish+ disclose
or otherwise disse0inate s9ch infor0ation witho9t prior written approval of the President of the
Co0pany. !he E0ployee ac>nowledges that the 9na9thori7ed disclos9re of Confidential nfor0ation
of the Co0pany 0ay be highly preA9dicial to its interests+ an invasion of privacy+ and an i0proper
disclos9re of trade secrets.
2.4. De!i$e"% of Confidenti! Info"#tion
Upon re=9est or when the relationship with the Co0pany ter0inates+ the E0ployee will i00ediately
deliver to the Co0pany all copies of any and all 0aterials and writings received fro0+ created for+ or
belonging to the Co0pany incl9ding+ b9t not li0ited to+ those which relate to or contain Confidential
nfor0ation.
2.5. Loction nd Re&"od'ction
!he E0ployee shall 0aintain at its wor>place only s9ch Confidential nfor0ation as the E0ployee has
a c9rrent 2need to >now.2 !he E0ployee shall ret9rn to the appropriate person or location or
otherwise properly dispose of Confidential nfor0ation once that need to >now no longer e8ists. !he
E0ployee shall not 0a>e copies of or otherwise reprod9ce Confidential nfor0ation 9nless there is a
legiti0ate b9siness need of the Co0pany for reprod9ction.
2.6. P"io" Actions nd (no)!ed*e
!he E0ployee represents and warrants that fro0 the ti0e of the first contact with the Co0pany the
E0ployee held in strict confidence all Confidential nfor0ation and has not disclosed any Confidential
nfor0ation+ directly or indirectly+ to anyone o9tside the Co0pany+ or 9sed+ copied+ p9blished+ or
s900ari7ed any Confidential infor0ation+ e8cept to the e8tent otherwise per0itted in this Agree0ent.
2.7. T+i"d,P"t% Info"#tion
!he E0ployee ac>nowledges that the Co0pany has received and in the f9t9re will receive fro0 third
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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
parties their confidential infor0ation s9bAect to a d9ty on the Co0pany?s part to 0aintain the
confidentiality of s9ch infor0ation and to 9se it only for certain li0ited p9rposes. !he E0ployee
agrees that it will at all ti0es hold all s9ch confidential infor0ation in the strictest confidence and not
to disclose or 9se it+ e8cept as necessary to perfor0 the obligations here9nder and as is consistent
with the Co0pany?s agree0ent with s9ch third parties.
2.8. T+i"d P"ties
!he E0ployee represents that the relationship with the Co0pany does not and will not breach any
agree0ents with or d9ties to a for0er e0ployer or any other third party. !he E0ployee will not
disclose to the Co0pany or 9se on its behalf any confidential infor0ation belonging to others and will
not bring onto the pre0ises of the Co0pany any confidential infor0ation belonging to any s9ch party
9nless consented to in writing by s9ch party.
3. PROPRIETARY RIG-TS. INVENTIONS AND NE/ IDEAS
3.1. Definition
!he ter0 2S9bAect deas or nventions2 incl9des any and all ideas+ processes+ trade0ar>s+ service
0ar>s+ inventions+ designs+ technologies+ co0p9ter hardware or software+ original wor>s of
a9thorship+ for09las+ discoveries+ patents+ copyrights+ copyrightable wor>s prod9cts+ 0ar>eting and
b9siness ideas+ and all i0prove0ents+ >now@how+ data+ rights+ and clai0s related to the foregoing
that+ whether or not patentable+ which are conceived+ developed or created which6 1C3 relate to the
Co0pany?s c9rrent or conte0plated b9sinessB 123 relate to the Co0pany?s act9al or de0onstrably
anticipated research or develop0entB 1E3 res9lt fro0 any wor> perfor0ed by the E0ployee for the
Co0panyB 1F3 involve the 9se of the Co0pany?s e=9ip0ent+ s9pplies+ facilities or trade secretsB 1G3
res9lt fro0 or are s9ggested by any wor> done by the Co0pany or at the Co0pany?s re=9est+ or any
proAects specifically assigned to the E0ployeeB or 1H3 res9lt fro0 the access to any of the Co0pany?s
0e0oranda+ notes+ records+ drawings+ s>etches+ 0odels+ 0aps+ c9sto0er lists+ research res9lts+
data+ for09lae+ specifications+ inventions+ processes+ e=9ip0ent or other 0aterials 1collectively+
2Co0pany .aterials23.
3.2. Co#&n% O)ne"s+i&
All right+ title and interest in and to all S9bAect deas and nventions+ incl9ding b9t not li0ited to all
registrable and patent rights which 0ay s9bsist therein+ shall be held and owned solely by the
Co0pany+ and where applicable+ all S9bAect deas and nventions shall be considered wor>s 0ade for
hire. !he E0ployee shall 0ar> all S9bAect deas and nventions with the Co0pany?s copyright or other
proprietary notice as directed by the Co0pany and shall ta>e all actions dee0ed necessary by the
Co0pany to protect the Co0pany?s rights therein. n the event that the S9bAect deas and nventions
shall be dee0ed not to constit9te wor>s 0ade for hire+ or in the event that the E0ployee sho9ld
otherwise+ by operation of law+ be dee0ed to retain any rights 1whether 0oral rights or otherwise3 to
any S9bAect deas and nventions+ the E0ployee agrees to assign to the Co0pany+ witho9t f9rther
consideration+ its entire right+ title and interest in and to each and every s9ch S9bAect dea and
nvention.
3.3. Disc!os'"e
!he E0ployee agrees to disclose pro0ptly to the Co0pany f9ll details of any and all S9bAect deas
and nventions.
3.4. Mintennce of Reco"ds
!he E0ployee agrees to >eep and 0aintain ade=9ate and c9rrent written records of all S9bAect deas
and nventions and their develop0ent 0ade by the E0ployee 1solely or Aointly with others3 d9ring the
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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
ter0 of the relationship with the Co0pany. !hese records will be in the for0 of notes+ s>etches+
drawings+ and any other for0at that 0ay be specified by the Co0pany. !hese records will be
available to and re0ain the sole property of the Co0pany at all ti0es.
3.5. Dete"#intion of S'01ect Ides nd In$entions
!he E0ployee f9rther agrees that all infor0ation and records pertaining to any idea+ process+
trade0ar>+ service 0ar>+ invention+ technology+ co0p9ter hardware or software+ original wor> of
a9thorship+ design+ for09la+ discovery+ patent+ copyright+ prod9ct+ and all i0prove0ents+ >now@how+
rights+ and clai0s related to the foregoing 12ntellect9al Property23+ that the E0ployee does not believe
to be a S9bAect dea or nvention+ b9t that is conceived+ developed+ or red9ced to practice by the
Co0pany 1alone by the E0ployee or with others3 d9ring the relationship with the Co0pany and for
one 1C3 year thereafter+ shall be disclosed pro0ptly by the E0ployee to the Co0pany. !he Co0pany
shall e8a0ine s9ch infor0ation to deter0ine if in fact the ntellect9al Property is a S9bAect dea or
nvention s9bAect to this Agree0ent.
3.6. Access
*eca9se of the diffic9lty of establishing when any S9bAect deas or nventions are first conceived by
the E0ployee+ or whether it res9lts fro0 the access to Confidential nfor0ation or Co0pany
.aterials+ the E0ployee agrees that any S9bAect dea and nvention shall+ a0ong other
circ90stances+ be dee0ed to have res9lted fro0 its access to Co0pany .aterials if6 1C3 it grew o9t of
or res9lted fro0 the wor> with the Co0pany or is related to the b9siness of the Co0pany+ and 123 it is
0ade+ 9sed+ sold+ e8ploited or red9ced to practice+ or an application for patent+ trade0ar>+ copyright
or other proprietary protection is filed thereon+ by the E0ployee or with its significant aid+ within one
year after ter0ination of the relationship with the Co0pany.
3.7. Assistnce
!he E0ployee f9rther agrees to assist the Co0pany in every proper way 1b9t at the Co0pany?s
e8pense3 to obtain and fro0 ti0e to ti0e enforce patents+ copyrights or other rights or registrations on
said S9bAect deas and nventions in any and all co9ntries+ and to that end will e8ec9te all doc90ents
necessary6
a. !o apply for+ obtain and vest in the na0e of the Co0pany alone 19nless the Co0pany
otherwise directs3 letters patent+ copyrights or other analogo9s protection in any co9ntry
thro9gho9t the world and when so obtained or vested to renew and restore the sa0eB
andB
b. !o defend any opposition proceedings in respect of s9ch applications and any opposition
proceedings or petitions or applications for revocation of s9ch letters patent+ copyright or
other analogo9s protectionB andB
c. !o cooperate with the Co0pany 1b9t at the Co0pany?s e8pense3 in any enforce0ent or
infringe0ent proceeding on s9ch letters patent+ copyright or other analogo9s protection.
3.8. A't+o"i2tion to Co#&n%
n the event the Co0pany is 9nable+ after reasonable effort+ to sec9re the E0ployeeIs signat9re on
any patent+ copyright or other analogo9s protection relating to a S9bAect dea and nvention+ whether
beca9se of the E0ployeeIs physical or 0ental incapacity or for any other reason whatsoever+ the
E0ployee hereby irrevocably designate and appoint the Co0pany and its d9ly a9thori7ed officers and
Confidentiality and nvention Agree0ent Page F of D

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
agents as its agent and attorney@in@fact+ to act for and on its behalf and stead to e8ec9te and file any
s9ch application+ applications or other doc90ents and to do all other lawf9lly per0itted acts to f9rther
the prosec9tion+ iss9ance+ and enforce0ent of letters patent+ copyright or other analogo9s rights or
protections thereon with the sa0e legal force and effect as if e8ec9ted by the E0ployee. !he
E0ployeeIs obligation to assist the Co0pany in obtaining and enforcing patents and copyrights for
S9bAect deas and nventions in any and all co9ntries shall contin9e beyond the ter0ination of the
relationship with the Co0pany+ b9t the Co0pany shall co0pensate the E0ployee at a reasonable
rate after s9ch ter0ination for ti0e act9ally spent by the E0ployee at the Co0pany?s re=9est on s9ch
assistance.
3.9. Ac3no)!ed*e#ent
!he E0ployee ac>nowledges that there are no c9rrently e8isting ideas+ processes+ inventions+
discoveries+ 0ar>eting or b9siness ideas or i0prove0ents which desire to e8cl9de fro0 the
operation of this Agree0ent. !o the best of the E0ployeeIs >nowledge+ there is no other contract to
assign inventions+ trade0ar>s+ copyrights+ ideas+ processes+ discoveries or other intellect9al property
that is now in e8istence between the E0ployee and any other person 1incl9ding any b9siness or
govern0ental entity3.
3.10. No 4se of N#e
!he E0ployee shall not at any ti0e 9se the Co0pany?s na0e or any the Co0pany trade0ar>1s3 or
trade na0e1s3 in any advertising or p9blicity witho9t the prior written consent of the Co0pany.
4. COMPETITIVE ACTIVITY
4.1. Ac3no)!ed*#ent
!he E0ployee ac>nowledges that the p9rs9it of the activities forbidden by Section F.2 below wo9ld
necessarily involve the 9se+ disclos9re or 0isappropriation of Confidential nfor0ation.
4.2. P"o+i0ited Acti$it%
!o prevent the above@described disclos9re+ 0isappropriation and breach+ the E0ployee agrees that
d9ring the relationship and for a period of 4$U.*E&5 year thereafter+ witho9t the Co0pany?s e8press
written consent+ the E0ployee shall not+ directly or indirectly+ 1i3 e0ploy+ solicit for e0ploy0ent+ or
reco00end for e0ploy0ent any person e0ployed by the Co0pany 1or any Affiliate3B and 1ii3 engage
in any present or conte0plated b9siness activity that is or 0ay be co0petitive with the Co0pany 1or
any Affiliate3 in any state where the Co0pany cond9cts its b9siness+ 9nless the E0ployee can prove
that any action ta>en in contravention of this s9bsection 1ii3 was done witho9t the 9se in any way of
Confidential nfor0ation.
5. REPRESENTATIONS AND /ARRANTIES
!he E0ployee represents and warrants 1i3 that it has no obligations+ legal or otherwise+ inconsistent with
the ter0s of this Agree0ent or with its 9nderta>ing a relationship with the Co0panyB 1ii3 that the
perfor0ance of the services called for by this Agree0ent do not and will not violate any applicable law+
r9le or reg9lation or any proprietary or other right of any third partyB 1iii3 that the E0ployee will not 9se in
the perfor0ance of its responsibilities for the Co0pany any confidential infor0ation or trade secrets of
any other person or entityB and 1iv3 that the E0ployee has not entered into or will enter into any
agree0ent 1whether oral or written3 in conflict with this Agree0ent.
6. TERMINATION O5LIGATIONS
Confidentiality and nvention Agree0ent Page G of D
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
a. Upon the ter0ination of the relationship with the Co0pany or pro0ptly 9pon the Co0pany?s
re=9est+ the E0ployee shall s9rrender to the Co0pany all e=9ip0ent+ tangible Proprietary
nfor0ation+ doc90ents+ boo>s+ noteboo>s+ records+ reports+ notes+ 0e0oranda+ drawings+
s>etches+ 0odels+ 0aps+ contracts+ lists+ co0p9ter dis>s 1and other co0p9ter@generated files
and data3+ any other data and records of any >ind+ and copies thereof 1collectively+ 2Co0pany
&ecords23+ created on any 0edi90 and f9rnished to+ obtained by+ or prepared by the
E0ployee in the co9rse of or incident to the relationship with the Co0pany+ that are in its
possession or 9nder its control.
b. !he E0ployeeIs representations+ warranties+ and obligations contained in this Agree0ent
shall s9rvive the ter0ination of the relationship with the Co0pany.
c. ,ollowing any ter0ination of the relationship with the Co0pany+ the E0ployee will f9lly
cooperate with the Co0pany in all 0atters relating to its contin9ing obligations 9nder this
Agree0ent.
d. !he E0ployee hereby grants consent to notification by the Co0pany to any of its f9t9re
co0panies the E0ployee cons9lts with abo9t its rights and obligations 9nder this Agree0ent.
e. Upon ter0ination of its relationship with the Co0pany+ the E0ployee will e8ec9te a Certificate
ac>nowledging co0pliance with this Agree0ent in the for0 reasonably re=9ested by the
Co0pany.
7. IN64NCTIVE RELIEF
!he E0ployee ac>nowledges that its fail9re to carry o9t any obligation 9nder this Agree0ent+ or a breach
by the E0ployee of any provision herein+ will constit9te i00ediate and irreparable da0age to the
Co0pany+ which cannot be f9lly and ade=9ately co0pensated in 0oney da0ages and which will warrant
preli0inary and other inA9nctive relief+ an order for specific perfor0ance+ and other e=9itable relief. !he
E0ployee f9rther agrees that no bond or other sec9rity shall be re=9ired in obtaining s9ch e=9itable relief
and hereby consents to the iss9ance of s9ch inA9nction and to the ordering of specific perfor0ance. !he
E0ployee also 9nderstand that other action 0ay be ta>en and re0edies enforced against the E0ployee.
8. MODIFICATION
$o 0odification of this Agree0ent shall be valid 9nless 0ade in writing and signed by both parties.
9. 5INDING EFFECT
!his Agree0ent shall be binding 9pon the E0ployee+ its heirs+ e8ec9tors+ assigns and ad0inistrators and
is for the benefit of the Co0pany and its s9ccessors and assigns.
10. GOVERNING LA/
!his Agree0ent shall be constr9ed in accordance with+ and all actions arising 9nder or in connection
therewith shall be governed by+ the internal laws of the State of 4S!A!E:P&(-$CE5+
11. INTEGRATION
Confidentiality and nvention Agree0ent Page H of D
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
!his Agree0ent sets forth the parties? 09t9al rights and obligations with respect to proprietary
infor0ation+ prohibited co0petition+ and intellect9al property. t is intended to be the final+ co0plete+ and
e8cl9sive state0ent of the ter0s of the parties? agree0ents regarding these s9bAects. !his Agree0ent
s9persedes all other prior and conte0poraneo9s agree0ents and state0ents on these s9bAects+ and it
0ay not be contradicted by evidence of any prior or conte0poraneo9s state0ents or agree0ents. !o the
e8tent that the practices+ policies+ or proced9res of the Co0pany+ now or in the f9t9re+ apply to the
E0ployee and are inconsistent with the ter0s of this Agree0ent+ the provisions of this Agree0ent shall
control 9nless changed in writing by the Co0pany.
12. CONSTR4CTION
!his Agree0ent shall be constr9ed as a whole+ according to its fair 0eaning+ and not in favor of or against
any party. *y way of e8a0ple and not li0itation+ this Agree0ent shall not be constr9ed against the party
responsible for any lang9age in this Agree0ent. !he headings of the paragraphs hereof are inserted for
convenience only+ and do not constit9te part of and shall not be 9sed to interpret this Agree0ent.
13. ATTORNEYS7 FEES
Sho9ld either the E0ployee or the Co0pany+ or any heir+ personal representative+ s9ccessor or per0itted
assign of either party+ resort to legal proceedings to enforce this Agree0ent+ the prevailing party in s9ch
legal proceeding shall be awarded+ in addition to s9ch other relief as 0ay be granted+ attorneys? fees and
costs inc9rred in connection with s9ch proceeding.
14. SEVERA5ILITY
f any ter0+ provision+ covenant or condition of this Agree0ent+ or the application thereof to any person+
place or circ90stance+ shall be held to be invalid+ 9nenforceable or void+ the re0ainder of this Agree0ent
and s9ch ter0+ provision+ covenant or condition as applied to other persons+ places and circ90stances
shall re0ain in f9ll force and effect.
15. RIG-TS C4M4LATIVE
!he rights and re0edies provided by this Agree0ent are c909lative+ and the e8ercise of any right or
re0edy by either the Co0pany or the E0ployee 1or by that party?s s9ccessor3+ whether p9rs9ant hereto+
to any other agree0ent+ or to law+ shall not precl9de or waive that party?s right to e8ercise any or all other
rights and re0edies. !his Agree0ent will in9re to the benefit of the Co0pany and its s9ccessors and
assigns.
16. NON/AIVER
!he fail9re of either the Co0pany or the E0ployee+ whether p9rposef9l or otherwise+ to e8ercise in any
instance any right+ power or privilege 9nder this Agree0ent or 9nder law shall not constit9te a waiver of
any other right+ power or privilege+ nor of the sa0e right+ power or privilege in any other instance. Any
waiver by the Co0pany or by the E0ployee 09st be in writing and signed by either the E0ployee+ if the
E0ployee is see>ing to waive any of its rights 9nder this Agree0ent+ or by an officer of the Co0pany or
Confidentiality and nvention Agree0ent Page J of D
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.
so0e other person d9ly a9thori7ed by the Co0pany.
17. NOTICES
Any notice+ re=9est+ consent or approval re=9ired or per0itted to be given 9nder this Agree0ent or
p9rs9ant to law shall be s9fficient if it is in writing+ and if and when it is hand delivered or sent by reg9lar
0ail+ with postage prepaid+ to the E0ployeeIs principal office+ or to the Co0pany?s principal office+ as the
case 0ay be.
18. AGREEMENT TO PERFORM NECESSARY ACTS
!he E0ployee agree to perfor0 any f9rther acts and e8ec9te and deliver any doc90ents that 0ay be
reasonably necessary to carry o9t the provisions of this Agree0ent.
19. ASSIGNMENT
!his Agree0ent 0ay not be assigned witho9t the Co0pany?s prior written consent.
20. COMPLIANCE /IT- LA/
!he E0ployee agrees to abide by all federal+ state+ and local laws+ ordinances and reg9lations.
21. AC(NO/LEDGMENT
!he E0ployee ac>nowledges having had the opport9nity to cons9lt legal co9nsel in regard to this
Agree0ent+ having read and 9nderstand this Agree0ent+ that the E0ployee is f9lly aware of its legal
effect+ and that it has entered into it freely and vol9ntarily and based on its own A9dg0ent and not on any
representations or pro0ises other than those contained in this Agree0ent.
CAU!($6 !)S A#&EE.E$! C&EA!ES .P(&!A$! (*"#A!($S (, !&US! A$% A,,EC!S !)E
E.P"('EE?S &#)!S !( $-E$!($S A$% (!)E& $!E""EC!UA" P&(PE&!' !)E E.P"('EE
.A' %E-E"(P.
$ /!$ESS /)E&E(,+ the parties hereto have e8ec9ted this Agree0ent as of the day and year first
above written.
C(.PA$' E.P"('EE

A9thori7ed Signat9re A9thori7ed Signat9re
Confidentiality and nvention Agree0ent Page K of D
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by nternational treaties. ! S
""E#A" A$% S!&C!"' P&()*!E% !( %S!&*U!E+ PU*"S)+ (,,E& ,(& SA"E+ "CE$SE (& SU*"CE$SE+ #-E (& %SC"(SE !( A$' (!)E&
PA&!'+ !)S P&(%UC! $ )A&% C(P' (& %#!A" ,(&.. A"" (,,E$%E&S /"" *E SUE% $ A C(U&! (, "A/.

Print $a0e and !itle Print $a0e and !itle

Confidentiality and nvention Agree0ent Page D of D


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