Idea Submission Agreement
New products are important to Oatey. Oatey cultivates ideas from associates at all levels of our organization. Oatey is also receptive to offers of rights to new ideas from sources outside of the Company. Oatey receives many outside ideas, and has often found these ideas to be concepts that: (a) are already in the public domain; (b) the same or similar to the ideas that have been or are in development by Oatey; or (c) otherwise known to Oatey, its employees, or representatives. To avoid disagreements regarding rights, and to preserve Oatey’s rights and your rights, you need to agree to the following conditions in order to submit any ideas, materials and information (collectively "Submitted Information") to Oatey.
I agree that if Submitted Information is submitted by me on a confidential basis, by checking the appropriate box below, Oatey shall, to the extent commercially reasonable, treat the Submitted Information as my confidential information and shall use it to review and evaluate my ideas, materials, and information, which may including disclosing the Submitted Information to its employees, affiliates and their employees, agents and attorneys for purposes of such review and evaluation. Even if submitted on a confidential basis, Submitted Information or any portion of it shall not be deemed to be confidential information if the information or portion of information: (i) is or becomes generally available to the public through no act, omission or fault of Oatey, its subsidiaries, affiliates and/or its assigns (collectively “its Affiliates”); (ii) is known to Oatey and/or its Affiliates prior to the receipt from me; (iii) is independently developed by Oatey and/or its Affiliates without use of the Submitted Information; or (iv) is provided to Oatey and/or its Affiliates by a third party on a non-confidential basis.
- I agree that if Submitted Information is submitted by me on a non-confidential basis, by checking the appropriate box below, Oatey and its Affiliates shall not have any confidentiality obligation whatsoever toward me or any third party regarding the Submitted Information, and Oatey and its Affiliates shall be free to disclose such Submitted Information to any third party. In addition:
- If the Submitted Information is not covered by any patent application, provisional patent application, or patent, I understand and agree that Oatey and its Affiliates shall be free to use the Submitted Information for any purposes, and that I shall not have any claim or right over the Submitted Information.
- If the Submitted Information is covered by a published or unpublished patent application or a provisional patent application, I understand and agree that Oatey and its Affiliates shall be free to use the Submitted Information for evaluation purposes. For any other purposes, I shall rely exclusively on rights provided under the patent laws of the countries in which the patent applications were filed, which shall represent the sole means of protecting my interests in the Submitted Information.
- If the Submitted Information is covered by an issued patent, I understand and agree that Oatey and its Affiliates shall be free to use the Submitted Information for evaluation purposes. For any other purposes, I shall rely exclusively on rights provided under the patent laws of the countries in which the patent issued, which shall represent the sole means of protecting my interests in the Submitted Information.
- I understand and agree that it may be in my best interest to submit any Submitted Information to Oatey only after filing a patent application and that I should obtain legal advice as necessary to protect my Submitted Information prior to submitting such information to Oatey. Alternatively, Oatey suggests that, if I have not filed for or obtained patent protection for the Submitted Information, I clearly establish the date of origin of any such Submitted Information in writing in legally sufficient, witnessed documents.
- I represent and agree that I am the exclusive owner of the Submitted Information, and that I have the right, title and interest in and to the Submitted Information to submit, disclose, and use the Submitted Information for any purposes.
- I understand and agree that Oatey has no obligation to adopt any part of the Submitted Information, and has no obligation to compensate me. In addition, Oatey has no obligation to report on the reasons of its interest, or of its lack of interest, in the Submitted Information. Oatey may retain any Submitted Information, and shall have no obligation to return to me any material or Submitted Information; therefore, I agree to retain a duplicate of the Submitted Information for my records. Oatey has no obligation to compensate me for any damage that may occur in shipment of returned material.
- I understand and agree that Oatey may have already thought of, developed, or had suggested, or in the future may have suggested, put into practice, or filed patent applications on the particular subject matter which I am about to submit to Oatey. Oatey is not obligated to disclose its own ideas or inventions that may be the same or similar to any Submitted Information. Submission of Submitted Information will not create a claim to Oatey’s existing ideas or inventions regardless of whether the Submitted Information is the same or similar to Oatey’s.
- I understand and agree that, except as specifically may be set forth, Oatey is not agreeing to any form of compensation in exchange for the submission and disclosure of Submitted Information to Oatey.
- The name and a description of the Submitted Information, in clear and simple terms, should be attached to this Submission Agreement. The review of the submission and any offer to negotiate with you is not an acknowledgement of novelty, priority or originality of the Submitted Information and does not prejudice Oatey’s rights to contest any existing or future patent, copyright, trademark, trade secret or other proprietary rights claimed by you or others. All features that you believe to be unique or points of differentiation must be outlined below with this Submission Agreement; this must be completed in full for your submission to be eligible for review and evaluation by Oatey. Any Submission Agreement received without this information will be returned for completion. Any materials that are sent to further explain the Submitted Information must be sent with a detailed packaging list accompanying this form.
- This Submission Agreement constitutes the entire agreement between Oatey and me regarding the Submitted Information.
- This Submission Agreement shall be governed by the law of the State of Ohio, without giving effect to any choice of law or conflict of law rules. Any dispute shall be exclusively submitted to the jurisdiction of the competent courts in Cuyahoga County, State of Ohio.
I have carefully reviewed, understand, and agree to the above terms. Also, if I am submitting this idea on behalf of a company, I represent to Oatey that I have authority to bind the company to agreements like this.