During the course of employment, employees may develop or have access to proprietary information of SDSU Research Foundation. Proprietary information may include such items as ideas, plans, procedures, research, software, computer programs, formulas, patterns, methods, models, techniques, processes, specifications, strategies, bids or proposals, financial information, lists of customers, inventions or discoveries (whether patentable or unpatentable), projects ,drawings, copyrights, copyright registrations, and copyrightable subject matter. All proprietary information, including that developed by an employee during the course of employment, is the sole property of SDSURF. Accordingly, in consideration of employment with SDSURF, employees agree to assign to SDSURF all worldwide rights, title and interest in and to such proprietary information, including all patent applications and patents which describe any such proprietary information. Employees will, upon request, execute and deliver all requested documents and do any and all things necessary and proper on their part to effect such assignment of rights to SDSURF in any such proprietary information.

Employees shall not remove any proprietary information from SDSURF's premises without the prior written consent of SDSURF's Executive Director or designee, nor may employees destroy or use proprietary information in any manner, which may directly or indirectly have an adverse effect on SDSURF. In consideration of employment with SDSURF employees shall not at any time during employment or for an indefinite period of time thereafter, use proprietary information of SDSURF to the employee's own advantage or disclose such proprietary information to any person, unless such disclosure is necessary for the performance of the employee's duties while employed by SDSURF. Furthermore, employees agree to promptly disclose to SDSURF, in writing, all inventions, improvements, ideas, discoveries, or designs conceived or first reduced to practice during the course of employment with SDURF. In connection with this agreement, employees agree to comply with the intellectual property policies and guidelines of the SDSURF, whether or not written in an employee manual or handbook, and further acknowledge and agree that such policies and guidelines are subject to change by the SDSURF from time to time at its sole discretion.

If the employment agreement is governed by California law, the assignment above does not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870, including any idea or invention which is developed entirely on employee’s own time without using SDSURF’s equipment, supplies, facilities or trade secret information, and which is not related to SDSURF’s business (actual or demonstrably anticipated), and which does not result from work performed for SDSURF.

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