Non-Compete for Employee
EMPLOYEE PROPRIETARY INFORMATION, NON-COMPETITION
AND INVENTIONS ASSIGNMENT AGREEMENT
In consideration and as a condition of the retention or engagement by ABC, Inc., a Delaware corporation (the "Company", which term shall also include any subsidiaries and divisions of ABC, Inc.), of me as an employee or as a consultant, I hereby agree with the Company as follows:
1. Compliance with Company Policies; Duties; At-Will Employment.
As a condition of my employment, I will comply in all respects with all (a) policies and procedures established by the Company from time to time, (b) laws and regulations applicable to the Company, and (c) lawful directives of the officers of the Company. I agree to perform my duties to the best of my abilities and consistent with the highest professional and ethical standards. I will perform for the Company such duties as may be designated by the Company from time to time. . If I am terminated by the Company, with or without casue, the Company shall pay to me the amounts of severance pay provided for in the accompanying Employment Agreement (see Termination Section), which is part of the consideration negotiated between the parties for my services. In addition, upon my termination by the Company, all my stock and other equity-type options shall immediately vest and shall be exercisable by me at any time which I choose. Similarly, I may terminate my employment with the Company at any time, with or without cause, and with or without notice. During my period of employment by the Company, I will devote my best efforts to the interests of the Company. [Note, the agreement covers noncompete scenarios infra]
2. Prior Work.
Previous work done by me for the Company relating to [COMPANY TO SPECIFY WORK] for the Company is the property of the Company, and I hereby assign to the Company all of my right, title and interest in and to such previous work.
3. Nondisclosure and Use of Proprietary Information.
(a) I will not at any time, whether during or after the termination of my employment, reveal to any person or entity any of the trade secrets or proprietary or confidential information of the Company or of any third party which the Company is under an obligation to keep confidential (including, but not limited to, Intellectual Property Rights (as hereinafter defined), ideas (whether or not protectable under trade secret laws) trade secrets or proprietary or confidential information respecting inventions, products, product plans, designs, drawings, sketches, marketing and other plans, methods, research, know-how, techniques, technology, systems, models, samples, source codes, object code methodologies, contractual arrangements, characters, processes, strategies, software programs, works of authorship, customer lists, customer histories, user lists, vendor lists, content provider lists, supplier lists, pricing information, projects, notes, memoranda, reports, lists, records, specifications, software programs, data, documentation, budgets, plans, projections, forecasts, financial information, accounting procedures, sales and marketing techniques, and proposals in whatever form, personnel histories, tangible or intangible or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of the dealings or affairs of the Company (collectively, "Proprietary Information")), except as may be required in the ordinary course of performing my duties as an employee of the Company, and I shall keep secret all matters entrusted to me and shall not use or attempt to use any such information in any manner.
(b) As used herein, the term "Intellectual Property Rights" shall mean all industrial and intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications or registrations, databases, algorithms, computer programs and other software, know-how, trade secrets, proprietary processes and formulae, confidential information, franchises, licenses, world wide web/internet domain names or world wide web/internet uniform resource locators, inventions, trade dress, logos, design and all documentation and media constituting, describing or relating to the above.
(c) The above restrictions shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of mine; (ii) information received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation; (iii) information approved for release by written authorization of the Company; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed.
(d) The above restrictions shall not apply to Employee's tools of trade, and Materials pre-existing the Employee's engagement by the Company pursuant to this Employment Agreement dated _________, 2000.
(e) During my employment I shall not take, use or permit to be used any Proprietary Information otherwise than for the benefit of the Company. I shall not, after the termination of my employment, use or permit to be used any such Proprietary Information, notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company, except for my own workproduct, pre-existing materials and tools of trade mentioned above.
(f) While I am employed at the Company, I will not:
(i) disclose to the Company, use, or induce the Company to use, any confidential, proprietary or trade secret information of others; or
(ii) enter into any agreement (written or oral) that conflicts with the terms of this Agreement.
4. Assignment of Developments.
(a) If at any time or times during my employment I shall (either alone or with others) make, conceive, discover or reduce to practice any Proprietary Information whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) (herein called "Developments") that (i) relates to the business of the Company or any of the products or services being developed, manufactured, sold or provided by the Company or which may be used in relation therewith, such Developments and the benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and I shall assign any rights I may have or acquire in said Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation
(b) To the extent any of the rights, title and interest in and to the Developments cannot be assigned by me to the Company, I hereby grant to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Developments can be neither assigned nor licensed by me to the Company, I hereby irrevocably waive and agree never to assert such non-assignable and non-licensable rights, title and interest against the Company or any of the Company's successors in interest to such non-assignable and non-licensable rights. I hereby grant to the Company or the Company's designees a royalty free, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice all applicable patent, copyright, moral right, mask work, trade secret and other Intellectual Property Rights relating to any Developments referred to in section 5(a) above which I incorporate, or permit to be incorporated, in any Company Developments.
5. Cooperation in Perfecting Rights.
(a) I agree to perform, during and after my employment, all lawful acts deemed necessary or desirable by the Company to permit and assist the Company, at the Company's expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Developments assigned or licensed to, or whose rights are irrevocably waived and shall not be asserted against, the Company under this Agreement. Such acts are limited to the execution of documents (i) for the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) for the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) for other legal proceedings related to the Developments.
(b) In the event the Company is unable, after reasonable effort, to secure my signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such application or applications to further the prosecution and issuance of any such letters, patent, copyright and other analogous protection thereon with the same legal force and effect as if executed by me.