Non-Disclosure Agreement

Definition

"Confidential Information" means all information and material received or generated by you during your engagement with Company, including but not limited to all recipes, ideas, suggestions, innovations, conceptions, discoveries, inventions, improvements, technological developments, methods, processes, specifications, formulae, compositions, techniques, systems, devices, computer software and programs, notes, memoranda, work sheets, lists of actual or potential customers and suppliers, works of authorship, products, data, and information in any form, which concern or relate to any aspect of the actual or contemplated business of the Company, other than information that you can prove through clear and convincing evidence was in the public domain, being publicly and openly known, prior to the date of commencement of your engagement by the Company or, subsequent to such date, became part of the public domain, being publicly and openly known, through lawful and proper means other than as a result of disclosure by you. Menus created by you are not considered Confidential Information and may be used by you or the Company as each party sees fit.

Use

You agree to use the Confidential Information only for the purpose of performing your duties and shall not use the Confidential Information for your own benefit or the benefit of another.

Non-Disclosure

You agree not to disclose or otherwise make available any of the Confidential Information to anyone outside of the Company and its affiliated companies without the prior written consent of Company.

Care

You shall protect the Confidential Information using at least reasonable care. You shall follow all directives and policies of the Company relating to the protection of Confidential Information.

Required Disclosure

You may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that you promptly provide to Company prior written notice of such disclosure and provides assistance in obtaining an order or other remedy protecting the Confidential Information from public disclosure.

Ownership

You agree that Company shall retain all rights to the Confidential Information. No license of any such rights to you is granted or implied. Ownership of Menus is shared between you and the Company, as Menus are not considered Confidential Information.

Trade Secrets

Nothing in this Agreement waives or limits in any way the obligations of you or the rights of the Company with respect to any trade secrets of the Company. You agree not to disclose or otherwise make available any of the Company Trade Secrets to anyone outside of the Company and its affiliated companies without the prior written consent of Company during your engagement and at any time thereafter.

Definition

"Invention" means any inventions, improvements, processes, procedures, materials, products, deliverables, reports, designs, specifications, documentation, techniques, discoveries, computer programs, know-how, ideas or recipes (whether or not patentable or subject to copyright protection) of yours that are included in any of the following classes: (1) those for which any equipment, supplies, facilities or Confidential Information of the Company were used; (2) those that were developed, in whole or in part on the Company's time or result from or are suggested by work performed by you for Company; those that (3) relate to the reasonably foreseeable business interest of the Company or the Company's actual or reasonably anticipated research or development, or (4) those resulting from work performed by you for the Company.

Ownership

All Inventions, as defined above, trademarks, copyright, or other intellectual property works relating to the Company's business which you have conceived or made, or conceive or make, while engaged with the Company shall be the Company's property and shall be deemed to be a work made for hire and made in the course of the services rendered in connection with your engagement with the Company. Any Invention relating to the Company's business which is disclosed by you within one year following the termination of your engagement shall also be the Company's property, unless it is proved through clear and convincing evidence to have been conceived following the termination of your engagement. To the extent that title to any Inventions, trademarks, copyright works, or other intellectual property may not, by operation of law, vest in the Company or may not be considered works made for hire, all rights, title and interest therein are hereby irrevocably assigned to the Company by you. When requested by the Company, whether during or after the termination or expiration of your engagement, you will execute any instruments as considered necessary or desirable by the Company to apply for and obtain patents, trademarks, copyrights, or any other intellectual property in the United States and foreign countries. You will make assignments, execute any other instruments necessary and otherwise cooperate with the Company to convey to the Company the ownership and exclusive rights in such Inventions, trademarks, copyright works, patent applications and patents. This agreement does not apply to an Invention for which no equipment, supplies, facility, or Confidential Information of the Company was used and which was developed entirely on your own time, unless (a) the Invention relates (i) directly to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the Invention results from any work performed by you for the Company.

Maintenance of Records

You shall keep complete written records of all Inventions, which records shall be deemed Confidential Information.

Full Disclosure

You shall promptly disclose to Company all Inventions and shall execute and deliver any documents and do such things as may be necessary or desirable in order to carry into effect the provisions of this Section.

Compensation

During the term of your engagement, Company shall pay you twenty-five dollars ($25.00) for each United States patent application filed by Company covering an Invention. Upon issuance of a United States patent on any such application Company shall pay you an additional twenty-five ($25.00). Such payments are in addition to any other compensation payable to you.

Attorney-in-Fact

You hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact to act on your behalf to execute and file any documents or instruments necessary to secure Company's rights to Inventions and to do all other lawfully permitted acts necessary to secure, prosecute, and enforce Company's rights to Inventions with the same legal force and effect as if executed by you.

No Conflicting Obligations

You represent, warrant and covenant that (i) you are not and will not become subject to any obligation to any person which is inconsistent or in conflict with this Agreement, and (ii) you have not disclosed and will not disclose to Company, nor use for Company's benefit, any confidential information of any prior engagement.

Obligations to Third Parties

You acknowledge that Company may have agreements with other persons or entities that impose obligations on Company regarding Inventions made during the course of work under such agreements or regarding the confidential nature of such work. You agree to be bound by all such agreements made known to you in writing.

Consideration

You acknowledge that you have received good and valuable consideration in exchange for the obligations set forth in this Agreement. You further acknowledge that this consideration is consideration that you would not otherwise be entitled to receive in the absence of signing this Agreement.

Entire Agreement

This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof. No agreement modifying or waiving any provision of this Agreement shall be binding unless in a writing that references this Agreement and signed by the parties. Facsimile, pdf or other electronic signatures shall have the same effect as originals. This Agreement may be executed in one or more counterparts.

Governing Law

This Agreement shall be governed by and construed according to the laws of the State of Illinois without giving effect to choice or conflict of law provisions. Any actions brought regarding this Agreement shall be in the courts located in Cook County, Illinois, or United States District Court for the Northern District of Illinois, Eastern Division.

Acknowledgements; Injunctive and Other Equitable Relief

The parties agree that the restrictions and covenants contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company and are not so burdensome as to prevent you from earning a meaningful livelihood. You recognize that the Company would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or other breach of this Agreement by you, and damages for any such breach will not give full and sufficient relief to the Company. Without prejudice to the rights and remedies otherwise available to the Company, you therefore agree that the Company shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance and/or an equitable accounting of all earnings, profits and other benefits arising from any breach or threatened breach of the provisions of this Agreement by you. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that you have breached this Agreement, then you shall be liable and pay to the Company the reasonable costs and expenses (including attorneys' and expert witness fees) incurred by the Company in connection with enforcing this agreement including any litigation.

Severability

If any provision of this Agreement is held to be invalid, void or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining provisions of this Agreement shall remain in full force and effect. In the event any portion of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the court shall have the power to modify such portion to render it enforceable.

Assignment

The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company's business or that aspect of the Company's business in which you are principally involved and you hereby consent to such assignment. Your rights and obligations under this Agreement may not be assigned by you without the prior written consent of the Company.

Advice of Counsel

You acknowledge that you have been advised by the Company to review the terms of this Agreement with legal counsel of your choice and that you have been given reasonable opportunity to seek such legal advice.

Non-Waiver

Neither the waiver by you or the Company of any breach of or default under any of the provisions of this Agreement, nor the failure of either party to enforce any of the provisions of this Agreement or to exercise any right under this Agreement shall be construed as a waiver of any subsequent breach or default by a party, or a waiver of any other rights or privileges hereunder.

Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016

Notwithstanding any other provision of this Agreement: (a) you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; (b) If you file a lawsuit for retaliation by Company for reporting a suspected violation of law, you may disclose Company's trade secrets to your attorney and use the trade secret information in the court proceeding if you: (i) file any document containing the trade secret under seal; and (ii) do not disclose the trade secret, except pursuant to court order.