CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT

CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT

In [●], on [month] [day], [year].

PARTIES

Between,

[●], incorporated under the [●] law, with registered office at [●], registered with the Tax Authorities and the Commercial Registry Office of [●] under the number [●], herein represented by [●], in his/her capacity as [●]¹, hereinafter referred to as the “Company”.

and

[●], bearer of the citizen card/passport number [●] valid until [●] issued by [●], taxpayer number [●], with address at [●], hereinafter referred to as the “Employee”.

The members of this Agreement are collectively referred to as the “Parties” and/or each of them individually as the “Party”.

In consideration and as a condition of the business relationship between the Parties (“Business Relationship”), the Employee hereby agrees to the terms and provisions of this Confidentiality and Intellectual Property Agreement (the “Agreement”) as follows:

CLAUSES

Confidential Information

1.1 The Employee agrees that all information, whether in writing or not, concerning the Company’s business, technology, business relationships or financial affairs which the Company has not released to the general public (collectively, “Confidential Information”) is and will be the exclusive property of the Company.

1.2 Confidential Information includes information received in confidence by the Company from its customers or suppliers or other third parties. Confidential Information may include, without limitation, information on finance, structure, business plans, contractor performance, staffing, compensation of others, research and development, operations, manufacturing and marketing, strategies, customers, files, keys, certificates, passwords and other computer information, as well as information that the Company receives from others under an obligation of confidentiality.

1.3 The Employee will not, at any time, without the Company’s prior written permission, either during or after the Business Relationship, disclose any Confidential Information to anyone outside of the Company, or use or permit to be used any Confidential Information for any purpose other than the performance of his duties as a service provider of the Company.

1.4 The Employee will cooperate with the Company and use his/her best efforts to prevent the unauthorized disclosure of all Confidential Information.

1.5 The Employee will deliver to the Company all copies of Confidential Information in his/her possession or control upon the earlier of a request by the Company or termination of the Business Relationship.

Developments

2.1 The Employee will make full and prompt disclosure to the Company of all [inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship] (the “Developments”), whether or not patentable or copyrightable, are created, made, conceived or reduced to practice, in whole or in part, by the Employee (alone or jointly with others) or under the Employee’s direction during the period of the Business Relationship, provided, however, that if the Employee is classified by the Company as a consultant, he/she will be obligated to only make full and prompt disclosure of Company-Related Developments (as defined below) and related Intellectual Property Rights therein (as defined below).

2.2 The Employee acknowledges that all work performed by him/her is on a “work for hire” basis, and hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all his/her right, title and interest in (i) all Developments that (A) relate to the business of the Company or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (B) result from tasks assigned to the Employee by the Company; or (C) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (collectively, “Company-Related Developments”), and (ii) all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

2.3 The Employee will not incorporate, or permit to be incorporated, any Prior Invention (as defined below) in any Company-Related Development without the Company’s prior written consent.

2.4 If, in the course of the Business Relationship with the Company, the Employee incorporates a Prior Invention into a Company product, process or machine or other work done for the Company, the Employee hereby grants to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention.

Enforcement of Intellectual Property Rights

3.1 The Employee will cooperate fully with the Company, both during and after the Business Relationship with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments.

3.2 The Employee will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

Survival and Assignment by the Company

4.1 The Employee understands that his/her obligations under this Agreement will continue in accordance with its express terms regardless of any changes in his/her title, position, duties, salary, compensation or benefits or other terms and conditions of the Business Relationship.

4.2 The Employee understands that his/her obligations under this Agreement will continue following the termination of the Business Relationship regardless of the manner of such termination and will be binding upon his/her heirs, executors and administrators.

4.3 The Company will have the right to assign this Agreement to its affiliates, successors and assigns.

4.4 The Employee expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whom the Employee may be transferred without the necessity that this Agreement be re-executed at the time of such transfer.

Severability

5.1 In case any provisions (or portions thereof) contained in this Agreement will, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

No Business Relationship Obligation

6.1 The Employee understands that this Agreement does not create an obligation on the Company or any other person to continue the Business Relationship.

6.2 The Employee acknowledges that, unless otherwise agreed in a formal written agreement signed on behalf of the Company by an authorized officer, the Business Relationship with the Company is at will and therefore may be terminated by the Company or the Employee at any time and for any reason, with or without cause.

Communication

All communications between the Parties pursuant to this Agreement shall be in writing, signed and sent by registered letter with acknowledgement of receipt, or by email with return receipt requested.

All Communications shall be sent as follows:

To the Company:

[Name of the Company]

Att: [Name of person responsible]

[Address]

[e-mail]

To the Employee:

Att: [Name]

[Address]

[e-mail]

Governing Law and Jurisdiction

8.1 This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of Portugal, applied without regard to conflict of law principles.

8.2 The courts located in Portugal have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.

8.3 Each party consents to the personal jurisdiction and venue of these courts.

Modification and Waiver

9.1 No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Parties.

9.2 No waiver by either party of any breach of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either party in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise of any right, power, or privilege.

The Parties declare that they agree to be bound, without reservation, by the provisions of this Agreement, and that they undertake to fully comply with the obligations arising from this Agreement.

In [●], on [month] [day], [year].

For and on behalf of the Company,

_______________________________

The Employee,

_______________________________