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 SDSU Research Foundation. Accordingly, in consideration of employment with SDSU Research Foundation, employees agree to assign to SDSU Research Foundation 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 affect such assignment of rights to SDSU Research Foundation in any such proprietary information.

Employees shall not remove any proprietary information from SDSU Research Foundation's premises without the prior written consent of SDSU Research Foundation's Associate Vice President and CEO or designee, nor may employees destroy or use proprietary information in any manner, which may directly or indirectly have an adverse effect on SDSU Research Foundation. In consideration of employment with SDSU Research Foundation employees shall not at any time during employment or for an indefinite period of time thereafter, use proprietary information of SDSU Research Foundation 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 SDSU Research Foundation. Furthermore, employees agree to promptly disclose to SDSU Research Foundation, 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 SDSU Research Foundation, 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 SDSU Research Foundation 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 SDSU Research Foundation’s equipment, supplies, facilities or trade secret information, and which is not related to SDSU Research Foundation’s business (actual or demonstrably anticipated), and which does not result from work performed for SDSU Research Foundation.

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