MayDay Staffing Solutions - Packet 1 - Mandatory Test Booklet

8 MSS

Packet (I)

Mandatory Test Booklet

Packet (I)

Mandatory Test Booklet

EMPLOYEE PROPRIETARY INFORMATION AND INVENTION AGREEMENT

Downloading the above mentioned documents enters you into an AGREEMENT by and between

YOU ("Employee"), and MAYDAY STAFFING SOLUTIONS, INC (MSS), 499 N. Canon Dr. Suite 400, Beverly Hills, CA 90210

RECITALS:

MSS had developed and uses technical and non-technical information vital to the success of its education and research missions.

Employee may have access to or otherwise become acquainted with this information and, depending upon job assignments and responsibilities, may contribute to this information either through inventions, discoveries, improvements, or through studies, analyses, proposals, or otherwise.

MSS desires to protect certain of this technical and non-technical information generated by its Employees/ Contractors by holding it as proprietary and confidential or by obtaining statutory protection (patents, trademarks, copyrights) or common law protection (trade secrets) or both.

IN CONSIDERATION AND AS A CONDITION OF Employee's continued employment by University and the salary or wages paid to Employee during such employment, it is hereby agreed as follows:

1.PROPRIETARY INFORMATION

Employee shall not, except as authorized by MSS, at any time during or after his/her employment directly or indirectly disclose to any other person or entity any proprietary technical information of MDSS or of others (collectively referred to hereinafter as "Proprietary Technical Information"), which has come into MSS or his/her possession in the course of his/her employment with MSS; nor shall Employee use any such Proprietary Technical Information for his/her personal use or advantage or make it available to others. Technical information includes existing and contemplated technical information such as, for example, compositions, formulae, products, processes, methods, systems, designs, specifications, testing or evaluation procedures, machines, manufacturing procedures, production techniques, research and development activities, inventions, discoveries and improvements.

Employee shall not, except as authorized by MSS, at any time during or for seven (7) years after termination of employment directly or indirectly disclose to any other person or entity any proprietary non-technical information of MSS or of others (collectively referred to hereinafter as "Proprietary Non-technical Information"), which has come in MSS or his/her possession in the course of his/her employment with MSS; nor shall Employee use any such Proprietary Non-technical Information for his/her personal use or advantage or make it available to others. Non-technical information includes existing and contemplated business, marketing and financial information such as, for example, business plans and methods, marketing information, cost estimates, forecasts, financial data, bid and proposal information, customer identification, and sources of supply.

All information, both technical and non-technical, regarding MSS's businesses in whatever form, including but not limited to text, drawings, or computer software programs, is presumed to be proprietary and confidential until it becomes public information lawfully and without breach of confidential obligation.

d. Upon termination of Employee's employment with MSS, all documents, records, notebooks, and similar repositories containing proprietary technical information, including copies thereof, then in the Employee's possession, whether prepared by him or others, shall be promptly returned to MSS. If at any time after the termination of employment the Employee determines that he/she has nay proprietary technical information in his possession or control, Employee shall immediately return to MSS all such proprietary technical information including all copies and portions thereof.

2.INVENTION, DISCOVERIES AND IMPROVEMENTS

Employee agrees to disclose promptly and fully to MSS all inventions, discoveries, and improvements, whether patentable or not, including but not limited to products, processes, methods, systems, designs, techniques, facilities, equipment, and devices that have been or may be conceived or made by Employee solely or jointly with others during the period of his/her employment with MSS: (a) which are along the lines of or relate to the business, work, or investigations, of MSS or of any company with which it is affiliated at the time of such inventions, discoveries or improvement; (b) which result from or arise out of any work that Employee may do for or on behalf of MSS or of others that may have been disclosed or otherwise made available to Employee as a result of duties assigned to Employee by MSS. All of such inventions, discoveries, and improvements shall be the sole and exclusive property of MSS and Employee hereby assigns to MSS all of his/her right, title and interest therein.

Unless expressly set forth in detail in Exhibit "A", the Employee waives any and all rights to claim that any discoveries, concepts, ideas, structures, processes, methods, formulae, or techniques have been made, acquired, conceived, or reduced to practice prior to his employment by the MSS and not subject to the terms and conditions of this Agreement.

3.BINDING EFFECT

This Agreement shall be finding upon the parties hereto and upon their respective executors, administrators, legal representatives, successors and assigns.

4.ENFORCEABILITY

Employee acknowledges that there is no adequate remedy at law in favor of MSS for breach of this Agreement by Employee and that MSS, in addition to all other rights which may be available to it, shall have the right of specific performance in the event of breach or of injunction in the event of any threatened breach. Employee consents to jurisdiction and venue of any such suit in the Los Angeles County (California) Circuit Court or in the United States District Court for the Western District of California.

5.APPLICABLE LAW

This agreement shall be governed for all purposes by the laws of the Commonwealth of California. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.

6.EMPLOYMENT AT WILL

Nothing herein shall be construed to affect Employee's status as an at-will employee. Unless otherwise agreed in writing, signed by an authorized representative of this MSS, Employee's employment with the MSS shall be subject to the MSS Policies and Procedures.

7.ENTIRE AGREEMENT

This agreement contains all the terms, conditions and promises of the parties with respect to the subject matter hereof. No modification or waiver of this Agreement, or of any provision thereof, shall be valid or binding, unless in writing and executed by both of the parties hereto. No waiver by either party or any breach of any term of provision of this Agreement shall be construed as a waiver of any succeeding breach of the same or any other term or provision