In connection with my submission of the “Invention” (defined below) to the Waves of Innovation Grant Program (“Grant Program”) sponsored by Pepperdine University (“Pepperdine”), the undersigned Pepperdine employee (“I” or “me”) agrees as follows:
A. I acknowledge that I am submitting the Invention for review in order to be considered as a possible participant in the Grant Program.
B. The “Invention” consists of certain inventions, ideas, concepts, designs, products, processes, practices, improvements or modifications that I have conceived, and may continue to conceive, create and develop, during the term of my employment with Pepperdine.
C. In consideration of being given the opportunity to submit the Invention to the Grant Program and the possibility of being granted certain awards in the Grant Program, I am entering into this Agreement.
D. I understand and acknowledge that submitting the Invention for review in the Grant Program does not guarantee that I will receive an award. Pepperdine may choose which participants may receive an award, and the amount of any such award, in its sole and exclusive discretion.
1. I understand and agree that my Invention (as it exists now and as it may be developed and improved) is solely and exclusively owned by Pepperdine, because it is created and developed under the scope of my employment by Pepperdine.
2. I further understand and agree that under California Labor Code Section 2870, there are certain circumstances under which I, and not Pepperdine, would own the Invention. This Code Section reads as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(i) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(ii) Result from any work performed by the employee for the employer.
It is the understanding and intention of the parties that this exception does not apply to the conception, creation and development of the Invention. However, if for any reason (including without limitation the application of this Code Section) the Invention is not owned solely and exclusively by Pepperdine under the scope of my employment, the following Section regarding work for hire and assignment of the Invention shall apply.
3. Pepperdine owns all right, title and interest in and to the Invention. The Invention is a “work made for hire” (as defined by the United States Copyright Act) to the extent allowable under applicable law. If Pepperdine does not for any reason automatically own the Invention as a work made for hire upon my creation of it, then I hereby assign to Pepperdine ownership of all right, title and interest in and to the Invention and all intellectual property rights in and to it (including without limitation, all patent, copyright, trademark and trade secret rights).
4. I shall execute all documents reasonably requested by Pepperdine to effect and evidence Pepperdine’s ownership of the Invention and shall provide all reasonable assistance to Pepperdine in perfecting or protecting Pepperdine’s rights in the Invention (at Pepperdine’s expense). If Pepperdine is unable, after reasonable effort and for any reason, to secure my signature in connection with any application or other document relating to the Invention, I hereby irrevocably designate and appoint Pepperdine as my agent and attorney-in-fact, coupled with an interest, to act for and on my behalf to execute and file any applications or other documents and to do all other lawfully permitted acts to further such application or document with the same legal force and effect as if executed by me.
5. I hereby represent and warrant to Pepperdine that (a) the Invention is an original creation developed solely and exclusively by me and (b) all information and materials used by me to create the Invention are available without restrictions on use or the requirement of obtaining any license or other rights from or paying any amounts to any third party. I understand and agree that each of the foregoing representations and warranties may only be waived by Pepperdine if I provide specific written details to the Office of the Vice Provost for Research and Strategic Initiatives, Pepperdine University, TAC 419 (Mail Code 4501), and receive express written approval from the Waves of Innovation program administrator. If I have any questions regarding whether I may be breaching the foregoing representations and warranties, I understand that I am strongly encouraged to contact the Office of the Vice Provost for Research and Strategic Initiatives.
6. I hereby represent and warrant to Pepperdine that to the best of my knowledge, the Invention will not violate or infringe any third party rights, including, without limitation, patent, copyright, trademark, trade secret and all other intellectual property and other rights.
7. I shall not disclose any confidential information, proprietary information or trade secrets regarding the Invention in any manner at any time, other than to Pepperdine or as authorized by Pepperdine.
8. I shall defend, indemnify and hold harmless Pepperdine, and its affiliates, shareholders, directors, officers, employees, agents and representatives, and each of their respective successors and assigns, from and against any legal proceedings or actions, claims, damages, losses, awards, judgments and payments and all reasonable attorneys’ fees and costs incurred in connection therewith, arising out of, relating to, or in connection with any breach by me of any provision of this Agreement.
9. All disputes based on, arising out of or in connection with this Agreement will be finally settled under binding arbitration, conducted by the American Arbitration Association, under its Employment Arbitration Rules, by one arbitrator appointed in accordance with such Rules, and shall be conducted in Los Angeles, California. The current version of such Rules is available at www.adr.org. Pepperdine shall bear all fees and costs unique to the arbitration forum (for example, filing fees, transcript costs and arbitrator's fees). The parties shall be responsible for their own attorneys’ fees and costs, except that the arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing party in accordance with the applicable law governing the dispute.
10. This Agreement is governed by the laws of California irrespective of its conflicts of law rules. I may not assign or transfer this Agreement. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs and executors (as applicable). This Agreement contains the entire understanding regarding its subject matter, and replaces any other agreements and understandings between the parties regarding its subject matter. No term or condition of this Agreement may be modified, supplemented, amended or waived unless the parties both sign an agreement that expressly modifies, supplements, amends or waives such term or condition. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right or of any other right. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. This Agreement is made solely for the benefit of the parties hereto and does not grant any rights or remedies to any other person or entity. This Agreement shall not be construed against Pepperdine by reason of Pepperdine’s drafting or preparation of this Agreement. The provisions of this Agreement shall survive the termination or expiration of my employment with Pepperdine.
THIS AGREEMENT DOES NOT CONSTITUTE A CONTRACT OF EMPLOYMENT OR OBLIGATION OF PEPPERDINE TO EMPLOY ME FOR ANY STATED PERIOD OF TIME, IN ANY PARTICULAR POSITION, OR WITH ANY PARTICULAR DUTIES, AND DOES NOT IN ANY WAY MODIFY, AMEND, SUPPLEMENT OR WAIVE ANY PROVISION OF ANY OTHER WRITTEN AGREEMENT BETWEEN THE PARTIES THAT SPECIFIES TERMS AND CONDITIONS REGARDING MY EMPLOYMENT.