PROPRIETARY INFORMATION AND INVENTION AGREEMENT LETTER

 

PROPRIETARY INFORMATION AND INVENTION AGREEMENT LETTER
PROPRIETARY INFORMATION AND INVENTION AGREEMENT LETTER


 In consideration of, and as a condition to, your employment by VBS Limited (the ‘Vendor’) and subsequent secondment to Cosmic Intelligent Labs Limited (the’ Company’), you and the Company willinglyenter into this Proprietary Information and Non-Solicitation Agreement (this “Agreement”)and hereby agreeas follows:

1.                Your Conduct as an Employee.While you are on secondment to the Company, you agree to devote your working time, energy and efforts, as required by the Company, to the bestinterests of the Company. You also agree that, in addition to the termsand conditions of this Agreement, you will observein all material respects all rules and policies made available to you that the Company may now have or hereafter establish from time to time governingthe conduct of its employeesor business.

2.                Certain Definitions.As used in this Agreement, the following termsshall have the following meanings: “Moral Rights” means any rights to claim authorship of any Proprietary Information, to object to or prevent the modification of any Proprietary Information, or to withdraw from circulation or control the publication or distribution of any Proprietary Information, and any similar right,existing under the judicial or statutory law of any country in the world,or under any treaty, regardless of whether or not such right is adenomination or referredto as a “moral right”.

“Outside Engagement” means the following activities or businesses, whethertaken directly or indirectly:

(i)    engaging in any employment, occupation, consulting arrangement or business enterprise that is directly or indirectly competitive with or otherwise adverseto the interests of the Company or any of its Affiliates (including but not limited to interests relating to the Website). (ii) Notwithstanding the foregoing, the activities and businesses listedon Schedule Ihereto, as suchSchedule I may be modified from time to time as mutually agreed between the Company and you, shall not constitute Outside Engagement.

Proprietary Information” means any information of a confidential or proprietary naturepertaining to the Company or any of its Affiliates, or to the business, operations, activities, products (including but not limited to the Website) or services of the Company or any of its Affiliates, whether or not reduced to writing or marked as confidential or proprietary and in any format or medium, that you, while you are employed by the Company,or, prior to your engagement by the Companywhile you are engaged as an independent contractor by the Company, know of, learn of, have disclosed to you, have access to or develop or contribute to in whole or in part. Proprietary Information includes , without limitation, the following: (i) any Work Product and any other patents, copyrights and copyright-able material, trademarks, service marks, trade names, trade secrets,know-how, inventions, intellectual property in any form, improvements or discoveries (whether patent-able or not and whether registered or not), or any application or license for any of the foregoing, whether acquired on or prior to the date hereof or subsequently hereafter; (ii)any website content, plans, strategies, methods, models, processes, tactics and techniques (including business, product, service,marketing sales and distribution plans,methods and models);(iii) any information regarding litigation or negotiations; (iv)any financial information, cost and performance data and any debt arrangements, equity ownership or securities transaction information; (v) any technical information, technical drawings and designs, mask works, computersoftware, source and object code; (vi) any personnel information, personnel lists, resumes,personnel data, organizational structure, compensation information and performance evaluations; (vii) any currentand/or prospective customer lists,contact information, servicerecords, preference information, terms, and the likeand any supplierinformation or terms;(viii) any information regarding the existence or terms of any agreement, arrangement or relationship between the Company or any of its Affiliates and any other person or entity;(ix) any otherinformation or materialrelating to the business , operations or activities of the Company which is not generally known to others engaged in similar businesses or activities; and

(x) any information or material that is the property of any other person or entity who o r which has disclosed,  delivered  or  given  access  to  such  information  or  material  to  the  Company  or  any  of  it s Affiliates as a result of a relationship (contractual or otherwise) with the Company or any of its Affiliates. Items of Proprietary Information shall no longer be subject to the non-disclosure restrictions set forth in this Agreement to the extent that such information or material (1) is or becomes publicly known through noact on your part in violation of this Agreement or (2) is required to be used or disclosed by applicable law or governmental order or process.

Work Product” means website content (including website content resulting from the editorial process), software, applications, products, modifications, addons, upgrades, materials, information writings, drawings, animations, artistic works, pictures, videos, other graphicor recorded materials, inventions, algorithms, products, processes, programs, designs, ideas, discoveries, developments and works of authorship, as well as improvements thereof,whether or notpatent-able, and otherdeliverable created by you.

3.                Confidentiality and Ownershipof Proprietary Information.

(a)    Confidentiality. You acknowledge that all Proprietary Information is the exclusive propertyof the Company. You agree to keep all Proprietary Information strictly confidential, both while you are employed by the Company and at all times thereafter. You shall not use, reproduce or disclose any Proprietary Information, directlyor indirectly, except as authorized by the Companyin writing or in the proper performance of your duties in the context of engagement by the Company, or to the extent required by applicable law or by valid governmentprocess or order, and you shall promptlynotify the Company of any unauthorized release or improperuse of Proprietary Information. In the eventthat you are requiredby applicable law, regulation, court order or legal processto disclose any of theProprietary Information, if legallypermissible, you agreeto provide the Company withprompt prior writtennotice so that it may seek a protective order and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the Companywaives compliance with the provisions hereof, you agree to furnish only that portion of the Proprietary Information that is required to be furnished.

(b)   Ownership.You agree that all Proprietary Information developed as a director indirect resultof your efforts on behalf of the Companyduring any periodof your engagement by, or priorto your engagement by the Company while you are engaged as an independent contractor by, the Company shall be considered “works made for hire” pursuant to the Nigerian Copyright Act of 2004 and are, and shall remain, the exclusive propertyof the Company and that you shall have no ownership interests therein. To the extent you may have any interest in such developedProprietary Information or such Proprietary Information does not qualify as “works made for hire”, you agree to assign, and hereby do assign and transfer, all such rights, title and interest in such Proprietary Information in any and every jurisdiction worldwide to the Company. In addition to the foregoing assignment of Proprietary Information to the Company, you herebyirrevocably transfer andassign to theCompany any andall Moral Rightsthat you have or may have in or with respectto any Proprietary Information. You also herebyforever waive and

agree never to assert any and all Moral Rights that you may have in or with respect to any Proprietary Information, even after termination of your engagement by the Company. You hereby grant to the Company, and its respective successors and assigns, an exclusive, worldwide, royalty-free, irrevocable and perpetual license to reproduce, distribute, modify, create derivative works, publicly perform and publicly display, with the rightto sub-license throughmultiple levels of sub-licensees, and otherwise fully exploit in all respects,all such rights in and to all Proprietary Information, in the eventand to the extent that you have any rights in and to such Proprietary Information, or any portion thereof,that cannot be assigned to the Companyand cannot be waived. You agree to cooperate fullywith the Companyin taking such actionsas may be necessary or requested by the Companyto allow the Company, for itself and its successors and assignsforever, to secure,perfect and confirmall such rights,title and interest in all such Proprietary Information for and in the Company in any and every jurisdiction worldwide.

Except as necessary or appropriate in order to properly perform your duties in the context of your engagement by, or provision of services to, the Company, you shall not remove from the Company’s properties any Proprietary Information.

(c)    Disclosure of Inventions. In addition to your other obligations under this Agreement, you shall promptly disclose to the Company any and all inventions, discoveries and improvements conceived, created, developed or made by you during and as a directpart of your engagement by the Companyand your provision of services to the Company. You shall bear the burden of proof that any invention, discovery or improvement conceived, created developedor made by you was first conceived, created, developed and made prior to or afterthe termination of your provision of services to or engagement by the Company and was not based on any Proprietary Information or anyservices you performed, directly or indirectly, for the Company.

4.                No Detrimental Conduct During the time you are employed by the Companyor any of its Affiliates and at all timesafter your engagement by the Companyor any of its Affiliates, regardless of the reason forsuch termination, you shallnot directly or indirectly disparage or defame the Company, any of its Affiliates, or itsor their respective businesses, operations, activities, products, services, reputation, officers, directors, managers, consultants or employees (each,a “Protected Party”).

5.                Reasonableness and Injunctive Relief. You acknowledge and agreethat the limitations on your abilityto use or discloseProprietary Information, engagein Outside Engagement or Competitive Activities, solicit the Company’s or its Affiliates’ customers and prospective customers, solicit, engage or hire its or its Affiliates’ officers, employees and consultants, disparage, defame and otherwise engage in conduct detrimental to the Company or its Affiliates, as set forthin this Agreement are reasonable andnecessary to protect the Company’s legitimate business interests given the valuable and unique nature of the Proprietary Information and the Company’s and its Affiliates’ relationships with its or their respective customers, prospective customers, officers, employees and consultants. Accordingly, you also acknowledge and agree that the Company shall suffer irreparable harm if you breach any of your obligations and thatmonetary damages shallbe inadequate to compensate theCompany for any breach thereof.

Accordingly, you agree that,in addition to any otherremedies or rightsavailable to the Company or its Affiliates at law or in equity, the Company shall have the right t to obtain an injunction, without the requirement of the posting of any bond, to enforcethe terms of this Agreement.

6.                Duties on Termination. Promptly after the termination of your serviceby the Vendor,you shall deliverto the Company all equipment, notebooks, documents, memorandum, reports, files, samples, books, correspondence, list s, computer disks,and other written,digital or graphicrecords, and the like, relating to the Company’s or any of its Affiliates’ businesses, operations or activities or its Proprietary Information, and all other propertyof the Company or its Affiliates which is in your possession or under your control.

7.                Amendment.This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of anyof its terms be effective. This Agreement may be changedor modified onlyby an agreement in writing signed by authorized representatives of both parties.

8.                Governing Law and Dispute Resolution. This engagement shall be governed by, and subject to all applicable laws and regulations in force from time to time in the FederalRepublic of Nigeria.

Any disputearising between you and Companyin connection with this engagement or these terms and conditions shall be settled through negotiation, and mediation between the Parties at the Lagos Multi-Door Courthouse, Lagos State, Nigeria, failing which the aggrieved Party shall seek redress by arbitration.

9.                You understand and agree that this Agreement is not a contract for employment by, the Companyor any of its Affiliates. You further understand and agree that, subject to the termsand conditions contained in any other binding written agreement between you and the Vendor, (a) your engagement relationship withthe Company is terminable eitherat your will or the will of the Company;(b) you acknowledge that there have been no representations or promises made to you that your engagement, willcontinue for a setperiod of time or that your engagement will be terminated only under particular circumstances; and

(c) you acknowledge thatno representations, expressor implied, may be madethat are inconsistent with this policy and no one at the Company or any of its Affiliates is authorized to make representations, express or implied, inconsistent with this policy.

 

Yours sincerely,

 



Temitope Badmus People Operations

 


Acceptance:

 

I HAVE READ, UNDERSTAND AND AGREE TO AND WITH ALL OF THE ABOVE

 

Name    ………………………………………………………………

 

Signature    …………………………………………………………..

 

Date…………………………………………………………………

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