Intellectual Property Officer

For and in consideration of employment or the continuation of employment on an at-will basis by Johnson Controls, and affiliated companies and joint ventures (“Employer”) or for other consideration, the receipt and adequacy of which is acknowledged, Employee hereby agrees as follows:

1. At-will Employment. Nothing in this Agreement alters the at-will nature of Employee’s employment with the Company. Employee acknowledges that either Employee or the Company may terminate the employment relationship at any time, for any reason, with or without cause. Only an officer of the Company has the authority to enter into any agreement for employment for a specified period of time. No agreement limiting the at-will nature of Employee’s employment with the Company is enforceable unless it is in writing and signed by an officer of the Company.

2. Background. Employer has developed and continues to develop specialized techniques, processes, practices and products which provide it with a competitive advantage. Employer has expended significant time, money and resources in its business activities, including in research and development activities. Employer has developed, owns or has otherwise obtained exclusive rights relating to various aspects of its business, including the design, manufacture, application, sale, and testing of products and related technology. Employee agrees to perform work on behalf of Employer, including but not limited to providing services, designs, prototypes and materials as directed by Employer, and other related work and services (collectively, the “Work”) according to the terms and conditions set forth in this Agreement. This Agreement shall cover all Work Employee performs after Employee commences employment with Employer.

3. Intellectual Property. Employee shall promptly disclose to Employer any and all inventions, whether patentable or unpatentable, and any works of authorship including but not limited to computer programs (individually or collectively referred to as “Intellectual Property”) which are made or conceived by Employee, either solely or jointly, during the term of Employee’s employment and relating to the current and reasonably anticipated business of Employer. “Intellectual Property” also includes any idea, concept, design, prototype, product configuration, invention, improvement, modification, patentable subject matter, method, process, technique, procedure, system, plan, model, program, software or code, data, specification, drawing, diagram, flow chart, documentation, know-how, work of authorship, copyrightable subject matter, derivative work, trademark or trade name, and any protection under any law providing or creating intellectual property rights, including the Uniform Trade Secrets Act. Intellectual Property also includes Confidential and Proprietary Information (defined below) learned, obtained or developed in connection with my employment. If I am employed in California, I understand that I am not required to assign, or to offer to assign, any rights in an invention developed entirely on my own time without using Employer’s equipment, supplies, facilities, or trade secret information expect for those inventions that either: a) relate at the time of conception or reduction to practice of the invention to Employer’s business, or actual or demonstrably anticipated research or development of Employer; or b) results from any work performed by Employee for Employer.

4. Assignment and Ownership. Employee acknowledges and agrees that Intellectual Property under this Agreement is Employer’s sole and exclusive property. Employee agrees to assign and hereby assigns to Employer ownership of all right, title and interest in Intellectual Property relating to the Work, including any Intellectual Property (of any kind) conceived, created or otherwise obtained by Employee during the term of this Agreement. Employee will neither obtain nor retain any right in Intellectual Property under this Agreement. Any copyrightable work under this Agreement will be considered to be a “work made for hire” on Employer’s behalf under the Copyright Act, as amended, 17 U.S.C. § 101 et seq. Employer owns all physical property, materials and prototypes related to the Work. Employee agrees to cooperate with Employer and to assist in the preparation and execution of all documents relating to any effort by or on behalf of Employer to apply for, obtain, maintain, transfer, or enforce any intellectual property right relating to this Agreement, including any patent, trademark, trade secret or copyright, at Employer’s request and expense. Without further compensation, Employee will do all lawful things, including maintaining adequate and current records which shall be the property of Employer, rendering assistance executing documents and performing all acts reasonably necessary for Employer to perfect, at its sole option and expense, its right in Intellectual Property in the United States or any other country or jurisdiction.

5. Confidential Information. Employee agrees during the course of Employee’s employment, Employer may disclose, or promise to provide Employee with confidential, proprietary and competitively sensitive information from time to time concerning, among other things, Employer’s strategies, objectives, performance and business prospects (“Confidential Information” as described below). Employee agrees that during his or her employment with Employer, and until such time thereafter as the Confidential Information is no longer confidential through no fault of the Employee, Employee shall not use or disclose any Confidential Information except for the benefit of Employer in the course of the Employee’s employment, and shall not use or disclose any Confidential Information in competition with or to the detriment of Employer, or for the benefit of Employee or anyone else other than Employer. “Confidential Information” means any information that is not generally known outside the Employer, relating to any phase of business of Employer, whether existing or foreseeable, including information conceived, discovered or developed by Employee. Confidential Information includes, but is not limited to: project files, product designs, drawings, sketches and processes; production characteristics; testing procedures and results thereof; manufacturing methods, processes, techniques and test results; plant layouts, tooling, engineering evaluations and reports; business plans, financial statements and projections; operating forms (including contracts) and procedures; payroll and personnel records; non-public marketing materials, plans and proposals; customer lists and information, and target lists for new clients and information relating to potential clients; software codes and computer programs; training manuals; policy and procedure manuals; raw materials sources, price and cost information; administrative techniques and documents; and any information received by the Company under an obligation of confidentiality to a third party. It does not include any information Employee can prove was in his or her possession prior to Employee’s employment, or that separately has become public through no fault of Employee, or that is merely general knowledge or skill acquired through training and experience. Employee recognizes and acknowledges that Employer’s success depends upon, among other things, current and former employees keeping such Confidential Information confidential. This clause is not intended to limit or diminish Employee’s independent, indefinite duty not to misappropriate, disclose or use Employer’s trade secrets. Employee agrees to respond to reasonable questions from Employer regarding Employee’s employment with any subsequent employer that could potentially conflict with Employee’s obligations of confidentiality or implicate disclosure of Confidential Information.

Notwithstanding the foregoing, nothing herein shall prohibit Employee from reporting or otherwise disclosing possible violations of state, local or federal law or regulation to any governmental agency or entity, or making other disclosures that, in each case, are protected under whistleblower provisions of local, state or federal law or regulation. Nothing in this Agreement is intended to discourage or restrict Employee from reporting any theft of trade secrets pursuant to the Defend Trade Secrets Act of 2016 (“DTSA”) or other applicable state or federal law. The DTSA provides: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney for the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

6. Return of Confidential Information. Upon termination of Employee’s employment with Employer, whether voluntary or otherwise, or at any time upon Employer’s request, Employee shall promptly deliver and return to Company all of Employer’s property and Confidential Information including, but not limited to, computers, tablets, cellular telephones, drawings, blueprints, manuals, samples, customer lists, financial data, letters, notes, notebooks, reports and all copies thereof, and any and all other materials of a secret or confidential nature relating to Employer’s business which are in the possession or under the control of Employee.

7. Remedies and Injunctive Relief. Employee acknowledges that the restrictions contained in this Agreement are necessary to protect Employer’s legitimate interests and that any violation of this Agreement would result in irreparable harm and injury to Employer. Employee further acknowledges that a remedy at law for any breach or threatened breach of the provisions of this Agreement would be inadequate and, therefore, agrees Employer shall be entitled to injunctive relief and any other legal or equitable remedies available Employer in the case of any such breach or threatened breach. In the event that a court determines Employee has breached or threatened to breach this agreement, Employee agrees to reimburse Employer for all of its attorneys’ fees and costs incurred in enforcing the terms of this Agreement. However, nothing in this Agreement shall be construed as prohibiting Employer from pursuing any other remedies available for such breach or threatened breach against Employee or Employee’s new employer, which may also include, but not be limited to, contract damages, lost profits and punitive damages.

8. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. Employee may not assign Employee’s rights and obligations under this Agreement. Employer may assign this Agreement and/or its rights or obligations under this Agreement. Any and all rights and remedies under this Agreement shall inure to the benefit of and be enforceable by any successor or assignee of Employer. The terms of this Agreement cannot be waived or modified except expressly in writing, signed by an officer of Employer.

9. Severability. If one or more provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained therein.

10. Waiver of Breach. The waiver by either party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.

11. Governing Law, Venue and Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Wisconsin without regard to conflicts of law principles. Recipient hereby consents to the exclusive jurisdiction and venue in the federal and state courts of the State of Wisconsin, Milwaukee County, for the resolution of all disputes arising under, or relating to, this Agreement.

12. Effectiveness of Agreement. This Agreement becomes effective when Employee signs it, the obligations under it continue throughout the entire period of time Employee is employed by Employer, without regard to the business within the Company with which Employee is associated and these obligations will continue after, and survive, the end of Employee’s employment with the Employer.

I have listed at the bottom of this page all Inventions and Improvements, patented or otherwise, that I made or conceived prior to employment with Employer, and desire that these inventions and improvements be excluded from this Agreement.

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