This Exclusivity, Confidentiality and Assignment of Work Product Agreement (the “Agreement”) is effective on this day of signature as below.
BETWEEN:
LCG Consulting Group (the "Company"), a company organized and existing under the laws of the United Kingdom, with its head office located at:
Harrington Road, London, SE25 4NE
AND:
{fullName} (the "Agent/Apprentice"), an individual with his main address located:
{currentAddress}
The undersigned, {fullName}, as Agent/Apprentice/Agent of LCG Consulting Group, expressly agrees to comply with all of the commitments set out below:
1. LOYALTY
1.1 The Agent/Apprentice agrees to use all of his best efforts and diligence in the performance of his duties; he furthermore agrees to loyally promote the interests, and to devote all of his time and energy to the exclusive service, of LCG Group, unless he should obtain the prior written authorization thereof.
2. CONFIDENTIALITY
2.1 The Agent/Apprentice acknowledges that, throughout the term of his employment with LCG Group, he may, by reason of such employment and his duties, have access to certain confidential information specifically relating to the operation and activities of LCG Group, its clients, other Agent/Apprentices, management, finances, transactions, marketing of products and services offered by LCG Group or, generally, to the business thereof.
2.2 Consequently, the Agent/Apprentice agrees, throughout the term of his employment and at all times following the termination thereof for any reason whatsoever, to neither disclose, use, communicate, reveal nor make available to any person whomsoever in any manner whatsoever, any Confidential Information produced or held by LCG Group, its suppliers or clients unless it is in the performance of his work with, and to the exclusive benefit of, LCG Group.
2.3 If the Agent/Apprentice is required by applicable law, stock exchange regulations or court order to disclose any Confidential Information, he shall first notify LCG Group in writing sufficiently in advance so as to provide LCG Group with reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information.
2.4 Without limiting the generality of the foregoing, any information relating to any secret, invention, license, manufacturing process, know-how, supply source, sales condition of a supplier, components of a product, technique, production and marketing method, price list, client list, discount policy and detail respecting the specific needs of LCG Group clients shall be deemed "Confidential Information".
3. OWNERSHIP OF CREATIONS
3.1 The Agent/Apprentice hereby assigns to LCG Group, which accepts, without restriction as to territory, duration or otherwise, any right which is or may be granted to him or acknowledged as his pursuant to any the United Kingdom or foreign legislation regarding patents, copyrights, trade-marks, industrial designs, integrated circuitry topography, protection of know-how, trade secrets, or confidential information, and any other provision of a statute, principle under the laws of the United Kingdom respecting intellectual property, whether or not such rights are registered, including the right to obtain any protection afforded by law by filing an application for registration or
3.2 Otherwise, with respect to any of the foregoing rights (the “Intellectual Property Rights”) with respect to any work (including computer software), invention, trade-mark, industrial design, integrated circuit topography, know-how, trade secret, confidential information or other matter that is or may be protected by an Intellectual Property Right (“Intellectual Property”) directly or indirectly developed, carried out or improved by the Agent/Apprentice, either alone or with another person, throughout the term of his employment with LCG Group, whether or not during regular business hours, on the work premises or using the property or services of LCG Group, and whether such Intellectual Property Rights relate to any product, service, method, or procedure used or operated, or the use or
3.3 Operation of which is contemplated by LCG Group or its subsidiaries, as part of the operations and activities of LCG Group or its subsidiaries. To the extent that the Agent/Apprentice holds any Intellectual Property Rights with respect to any of the Intellectual Property described above, he hereby assigns to LCG Group, which accepts, all such Intellectual Property Rights without restriction as to territory, duration or otherwise.
3.4 Moreover, the Agent/Apprentice waives all of his moral rights with respect to any work protected by copyright in favor of LCG Group and any third party Authorised by LCG Group to use such work.
3.5 The Agent/Apprentice undertakes to immediately notify LCG Group of any Intellectual Property he may develop, carry out or improve and, upon request by LCG Group to that effect, undertakes to cooperate, diligently and in good faith, with any patent agent or other professional LCG Group may designate for the purposes of identifying said Intellectual Property Rights and, as the case may be, to take any action and prepare or execute any document LCG Group may deem necessary or useful to ensure that LCG Group may obtain, protect or exercise Intellectual Property Rights relating thereto, or to acknowledge or give full effect to this Agreement; to that end, the Agent/Apprentice appoints LCG Group as his exclusive and irrevocable agent to execute, on his behalf, any document the purpose of which is to acknowledge or give full effect to such assignment, including as part, or for the purposes, of any application to obtain, amend or maintain a patent.
3.6 The Agent/Apprentice acknowledges that any Intellectual Property constitutes confidential information belonging to LCG Group, subject to Section 2 hereof.
3.7 The Agent/Apprentice undertakes, throughout the term of his employment with LCG Group, to neither develop, carry out, nor improve, for his own benefit or that of a third party, either alone, jointly or in collaboration with a third party, whether during regular working hours, on the work premises or using the property or services of LCG Group, any Intellectual Property regarding any product, service, method or procedure used or operated, or the use or operation of which is contemplated by LCG Group or its subsidiaries, as part of the operations or activities of LCG Group or its subsidiaries.
4. SEVERABILITY
4.1 Should any section, phrase, paragraph or part of this Agreement be deemed unenforceable for any reason by any court of competent jurisdiction, such decision shall neither amend the remainder of this Agreement nor render it void.
5. GOVERNING LAW
5.1 This Agreement shall be governed and interpreted in accordance with legislation in effect in the territory of the United Kingdom and with any law of United Kingdom applicable therein.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at London on the date indicated in this agreement/Application Form.
AGENT/APPRENTICE
{fullName}
Name and Title