INVENTIONS & CONFIDENTIALITY AGREEMENT

1 Inventions and Conﬁdentiality AgreementEmployee Initials ________

Produced by the National Organization for Rare Disorders (NORD®)

This Inventions and Conﬁdentiality Agreement (“Agreement”) is entered into between [ORGANIZATION NAME] and

[Employee full name] (“Employee”).

Whereas, Employee wishes to become employed by, or continue in his/her employment with, [ORGANIZATION NAME],

and has agreed to certain restrictions in exchange for [ORGANIZATION NAME] employing Employee, which will provide

Employee with access to [ORGANIZATION NAME]’s trade secrets and other conﬁdential business information;

Whereas, given the level of responsibility and access to information possessed by Employee, as well as Employer’s substantial

investments into its business and goodwill with its patients, clients and vendors, it would be unfair for Employee to use

information obtained during and as a result of Employee’s employment by [ORGANIZATION NAME] for the beneﬁt of an

organization other than [ORGANIZATION NAME];

Now, therefore, [ORGANIZATION NAME] and Employee hereby agree as follows:

1. Consideration. Employee is signing this Agreement in exchange for becoming employed by, or continuing to be

employed by, [ORGANIZATION NAME]. Employee understands and agrees that [ORGANIZATION NAME] would not

hire or continue to employ Employee absent Employee’s agreement to be bound by the terms of this Agreement.

2. Employment At Will. This Agreement is not a contract to employ Employee for any speciﬁc period of time, and does

not change the at will nature of the employment relationship between Employee and Employer. Either party may

terminate the employment relationship at any time for any reason.

3. Other Entities Protected. Employee agrees that the restrictions imposed by this Agreement with respect to

Employee’s obligations to [ORGANIZATION NAME] also apply to any parent, subsidiary and aﬃliated corporations,

and successors and assigns of [ORGANIZATION NAME]. Consequently, all references herein to “[ORGANIZATION

NAME]” apply equally to any future subsidiary and aﬃliated corporations, and successors and assigns, of

[ORGANIZATION NAME].

4. Inventions and Other Intellectual Property. Employee agrees that any inventions, discoveries, and any conﬁdential

or proprietary advertising, sales, promotional, marketing, research and development and/or any other commercial

information, data and data processes, writings, technical and business innovations, improvements, developments,

devices, tools, machines, designs, processes, products, utility models, promotional ideas, writings and other works of

authorship, books, lectures, illustrations, photographs, scientiﬁc and mathematical models, software, including source

code, object code and other operational and functional features and limitations of software which is in any way useful

in or related to the business in which [ORGANIZATION NAME] may currently or prospectively be engaged, whether

patentable, copyrightable, or otherwise protectable, which are made, discovered, conceived, created, developed,

reduced to practice, authored, used or secured by Employee, solely or jointly with others, during Employee’s term

of employment, whether or not during working hours, (all of the foregoing hereinafter referred to as “Intellectual

Property”) will be promptly and fully disclosed by Employee to [ORGANIZATION NAME] and shall be the sole and

exclusive property of [ORGANIZATION NAME].

At the request of [ORGANIZATION NAME], at any time or from time to time during Employee’s term of employment

or after the termination thereof, without further compensation, and at the expense of [ORGANIZATION NAME],

Employee will execute foreign and domestic patent applications, foreign and domestic copyright applications and

2 Inventions and Conﬁdentiality AgreementEmployee Initials ________

any and all documentation associated therewith, such as, without limitation, declarations of inventorship, and

will take all other actions as [ORGANIZATION NAME], in its sole discretion, may request in order to perfect, defend,

maintain and/or enforce the Intellectual Property rights. More particularly, Employee agrees to:

a. Assign, transfer and set over, and Employee does hereby assign, transfer and set over to [ORGANIZATION

NAME] all of Employee’s rights, title and interest in and to any and all Intellectual Property, including the

right to claim priority from any patent or other application ﬁling that was made to protect and secure the

Intellectual Property to [ORGANIZATION NAME].

b. Execute, acknowledge, make and deliver to [ORGANIZATION NAME] or its attorneys without additional

compensation, but without expense to Employee, any and all instruments, including United States and

foreign patent applications, applications for securing, protecting or registering any property rights embraced

within this Agreement, powers of attorney, conﬁrmatory assignments, declarations, oaths or aﬃrmations,

supplemental declarations, oaths and sworn statements, assignment of the right to claim priority from

any patent or other application ﬁling, and do any and all lawful acts which, in the sole judgment of

[ORGANIZATION NAME] or its attorneys, may be necessary or desirable to vest in or secure for or maintain for

the beneﬁt of [ORGANIZATION NAME] or any other entity to which [ORGANIZATION NAME] has assigned or

shall assign the Intellectual Property, all right, title and interest in and to said Intellectual Property

Employee understands and agrees that the provisions of this Paragraph 4 regarding assignment of inventions

do not apply to an invention for which (1) no equipment, supplies, facility or trade secret information of

[ORGANIZATION NAME] was used; and (2) which was developed entirely on Employee’s own time; and (3)

which does not relate (a) directly to the business of [ORGANIZATION NAME] or (b) to [ORGANIZATION NAME]’s

actual or demonstrably anticipated research or development; and (4) which does not result from Employee’s

work performed by Employee for [ORGANIZATION NAME].

5. Agreement Not to Use or Disclose Conﬁdential Information. All Conﬁdential Information, and all patents,

copyrights, trademarks and other rights in connection therewith, shall be the sole property of [ORGANIZATION

NAME] and its assigns. Employee will at all times, both during employment by [ORGANIZATION NAME] and after its

termination for any reason, keep in conﬁdence all Conﬁdential Information Employee may acquire, and Employee

will not use or disclose any such Conﬁdential Information or anything relating to it other than as may be necessary

in the ordinary course of performing duties as an employee of [ORGANIZATION NAME]. At any time requested by

[ORGANIZATION NAME], or in the event of the termination of Employee’s employment with [ORGANIZATION NAME]

for any reason, Employee will deliver to [ORGANIZATION NAME] all documents and data, and all copies thereof, that

Employee obtained from or which pertained to Employee’s work with [ORGANIZATION NAME]. For any equipment

or devices owned by Employee on which proprietary information of [ORGANIZATION NAME] is stored or accessible,

Employee shall, immediately upon or prior to separation from employment, deliver such equipment or devices

to [ORGANIZATION NAME] so that any proprietary information may be deleted or removed. Employee expressly

authorizes [ORGANIZATION NAME]’s designated representatives to access such equipment or devices for this limited

purpose and shall provide any passwords or access codes necessary to accomplish this task.

For the purposes of this Agreement, “Conﬁdential Information” includes trade secrets, knowledge and proprietary

information of [ORGANIZATION NAME], including without limitation, administrative, aﬃliate, client, customer, clinical

and ﬁnancial data, knowledge, software (in source and object code form), data, databases, and all information

about [ORGANIZATION NAME] products, processes, techniques, know-how, designs, formulae, algorithms,

systems, architectures, concepts, methods, discoveries, test data, costs, patient information, employees, business

or marketing plans or strategies, pricing policies, projected budgets, marketing strategies, past performances,

patient lists, business acquisition plans, new personnel matters, research projects and other business aﬀairs or any

other documents or materials pertaining to the business of [ORGANIZATION NAME] or its dealings with payors,

patients and customers, regardless of the form in which such Conﬁdential Information is kept, but shall exclude any

information that is, or has become, public knowledge or in the public domain other than through the actions of

Employee or that is received by Employee from a third party who is not subject to an obligation of conﬁdentiality.

3 Inventions and Conﬁdentiality AgreementEmployee Initials ________

Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any

federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in conﬁdence to a federal, state,

or local government oﬃcial, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting

or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit for retaliation

against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document ﬁled in a

lawsuit or other proceeding, if such ﬁling is made under seal.

6. Statutory and Common Law Duties. [ORGANIZATION NAME] and Employee acknowledge and agree that this

Agreement is intended, among other things, to supplement, as applicable, the common law of trade secrets, the

provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Employee owes to

[ORGANIZATION NAME] under the common law, including but not limited to, the duty of loyalty, and does not in

any way abrogate any of the obligations or duties Employee otherwise owes to [ORGANIZATION NAME].

7. Acknowledgments. Employee further acknowledges that the amount of Employee’s compensation reﬂects, in part,

Employee’s obligations under this Agreement; that Employee has no expectation of any additional compensation of

any kind not otherwise referenced herein in connection herewith; and that Employee will not be subject to undue

hardship by reason of Employee’s full compliance with this Agreement. Employee represents that Employee is under

no contractual obligation that would prevent Employee from performing Employee’s job duties for [ORGANIZATION

NAME] and, if applicable, that Employee has disclosed any agreement with another company, person or entity

that might conﬂict with or prevent him/her from performing his/her job duties. Employee agrees that, in the

event [ORGANIZATION NAME] reasonably believes Employee has or will violate Employee’s obligations under this

Agreement by soliciting any person or entity in violation of this Agreement, [ORGANIZATION NAME] may provide

notice to that person or entity of Employee’s obligations under this Agreement.

8. Enforcement. The Parties hereto agree that the restrictions set forth in this Agreement are reasonable in time

and scope, and are necessary to protect the legitimate business interests of [ORGANIZATION NAME]. The Parties

further agree that any breach of Employee’s obligations in this Agreement would cause irreparable harm for

which legal remedies would be insuﬃcient. Accordingly, in the case of breach or threatened breach by Employee,

[ORGANIZATION NAME] shall be entitled to seek temporary and permanent injunctive relief, including ex parte

injunctive relief, without need for the posting of bond. If [ORGANIZATION NAME] obtains a temporary injunction,

permanent injunction or judgment due to Employee’s breach or threatened breach of any obligation in this

Agreement, Employee will pay the expenses, including reasonable attorneys’ fees incurred by [ORGANIZATION

NAME] to establish that breach or threatened breach, and otherwise to enforce this Agreement.

9. Validity and Severability. Employee and [ORGANIZATION NAME] agree that if any portion of this Agreement is

held unenforceable or invalid for any reason, such unenforceability or invalidity will not aﬀect the enforceability or

validity of the remainder of this Agreement. If any provision of this Agreement is held unreasonable or contrary to

public policy for any reason, such provision will automatically be deemed modiﬁed and/or may be modiﬁed by the

court such that the contested provision will have the closest eﬀect permitted by applicable law to the original form

and will be given eﬀect and enforced as so modiﬁed to whatever extent would be reasonable and enforceable under

applicable law.

10. Choice of Law/Forum. This Agreement shall be governed by the laws of the State of Connecticut, without regard

to its conﬂict of laws provisions. The parties agree that any action or proceeding with respect to this Agreement and

Employee’s employment shall be brought exclusively in the Connecticut Superior Court for the Judicial District of

Danbury or in the United States District Court for the District of Connecticut, and the parties agree to the personal

jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying

of venue of any such action in such court(s), and further irrevocably waive any claim they may now or hereafter have

that any such action brought in such court(s) has been brought in an inconvenient forum. The parties recognize that,

if any dispute or controversy arising from or relating to this Agreement is submitted for adjudication to any court,

the preservation of the secrecy of Conﬁdential Information or trade secrets may be jeopardized. Consequently, the

parties agree that all issues of fact shall be tried without a jury.

11. Entire Agreement, Amendment. This Agreement constitutes the entire understanding and agreement between

Employee and [ORGANIZATION NAME] with regard to all matters herein and may be amended only by a writing

signed by both Employee and [ORGANIZATION NAME].

12. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed

an original, but all of such together shall constitute one and the same instrument and in pleading or proving any

provision of this Agreement, it shall not be necessary to produce more than one of such counterparts.

13. Construction. The headings contained in this Agreement are for convenience only and do not constitute part of

and shall not be used to interpret this Agreement. The language in all parts of this Agreement shall be in all cases

construed according to its fair meaning and not strictly for or against [ORGANIZATION NAME] or Employee because

that party or that party’s legal representative drafted it.

14. Binding Eﬀect. This Agreement shall be binding upon Employee, Employee’s heirs, executors and administrators,

and upon [ORGANIZATION NAME], and its successors and assigns, and shall inure to the beneﬁt of the

[ORGANIZATION NAME], and its successors and assigns. This Agreement may not be assigned by Employee. This

Agreement may be enforced by the [ORGANIZATION NAME]’s successors and assigns. Employee’s obligations under

this Agreement shall survive any changes made in the future to the employment terms of Employee, including but

not limited to changes in salary, beneﬁts, bonus plans, job title and job responsibilities.

ORGANIZATION NAME

By: [ORGANIZATION REPRESENTATIVE NAME]

Its: [ORGANIZATION REPRESENTATIVE TITLE]

Date: __________________________________________

Employee,

______________________________________________

Full name

______________________________________________

Signature

Date: _________________________________________

for Rare Disorders. NORD is a registered 501(c)(3) organization. NORD does not recommend or endorse any

particular medical treatment but encourages patients to seek the advice of their clinicians. NRD-2180

rarediseases.org