EXHIBIT 10.24
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EMPLOYEE INVENTION, TRADE SECRET AND
NON-DISCLOSURE AGREEMENT
In consideration of my employment or continued employment, and of
the compensation to be paid to me therefor, by XxXxxxxx.xxx, Inc., a Delaware
corporation (the "Company"), and of the salary or wages paid to me during my
employment, I acknowledge, warrant and agree with the Company as follows:
1. Acknowledgement of Risk to the Company:
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As an employee of the Company, I will have access to Confidential
Information (as hereinafter defined) and Inventions (as hereinafter defined) of
the Company. I understand and agree that improper use or disclosure of such
Confidential Information or Inventions would cause the Company substantial loss
and damage. Accordingly, I have agreed to enter into this Invention, Trade
Secret and Non-Disclosure Agreement ("Agreement").
2. Agreement Not to Use Trade Secrets of the Company or Solicit
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Employees of the Company:
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(a) I acknowledge and agree that in the course of the discharge of
my duties as an employee of the Company, I will have access to and become
acquainted with financial, personnel, sales, scientific, technical and other
information regarding formulas, patterns, compilations, programs, devices,
methods, techniques, operations, plans and processes that are owned by the
Company, actually or potentially used in the operation of the Company's
business, or obtained from third parties under an agreement of confidentiality,
and that such information constitutes the Company's trade secrets. I
specifically agree that I will not misuse, misappropriate, or disclose in
writing, orally or by electronic means except as is required in the course of my
employment by the Company, any trade secrets, directly or indirectly, to any
other person or use them in any way, during the term of my employment and for a
period of one (1) year after termination thereof for any reason. I further
expressly agree that all physical or electronic manuals, documents, files,
reports, studies, instruments or other material used and/or developed by me
during the term of my employment are solely the property of the Company and that
I have no right, title or interest therein. Upon termination of my employment
for any reason, I will promptly deliver possession of all of said property to
the Company in good condition.
(b) While employed by the Company and for a period of one (1) year
following the termination of such employment for any reason, I shall not,
directly or indirectly, request, cause, solicit or induce any other employee of,
or any consultant to, or any other person who may have been employed by, the
Company, or any other person who may possess Confidential Information, to
perform work or services for, or to provide information to, any person or entity
other than the Company, or encourage any such employee to terminate his or her
employment with the Company.
3. Definition of "Confidential Information":
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The term "Confidential Information" as used in this Agreement shall
mean all trade secrets, proprietary information and other data or information
(and any tangible evidence, record or representation thereof), whether prepared,
conceived or developed by an employee of the Company (including myself) or
received by the Company from an outside source, which is in the possession of
the Company (whether or not the property of the Company), which is maintained in
secrecy or confidence by the Company or any subsidiary of the Company or which
might permit the Company or any subsidiary of the Company or any of their
respective customers to obtain a competitive advantage over competitors who do
not have access to such trade secrets, proprietary information, or other data or
information. Without limiting the generality of the foregoing, Confidential
Information shall include:
(a) any idea, concept, invention, discovery, innovation,
improvement, process, procedure, method, formula, development, computer program,
training or service manual, test, test results, technical data, design, pattern,
device, plan or design for new or revised products, research or other
compilations or items of information, work in process, or any Invention (as
hereinafter defined), or parts or elements of the foregoing, or uses therefor
and any and all revisions and improvements upon or relating to any of the
foregoing, or parts or elements thereof, in each case whether or not reduced to
tangible form; and
(b) the name of any past, current or prospective client, customer,
supplier, employee, sales agent, consultant, or any sales plan, marketing
material, plan or survey, business plan or opportunity, product or other
development plan or specification, business proposal, financial record, or
business record or other record or information relating to the past, present or
proposed business of the Company.
4. Unauthorized Disclosure of Confidential Information:
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I shall at all times hold confidential all Confidential Information.
During my employment by the Company, I shall use and disclose Confidential
Information only to the extent necessary to perform my duties as an employee of
the Company and for the sole benefit of the Company, and, in any event, shall
not disclose any Confidential Information to any person or entity outside the
Company without the prior written direction or permission of a duly authorized
officer of the Company. After the termination of my employment by the Company, I
shall not disclose to any person or entity, or make use of, any Confidential
Information without the prior written permission of a duly authorized officer of
the Company. This provision shall not apply to any Confidential Information
which the Company has voluntarily disclosed to the public or which has otherwise
legally entered the public domain.
I understand that the Company has from time to time in its
possession information which is claimed by others to be confidential or
proprietary and which the Company has agreed to keep confidential. I agree that
all such information shall be Confidential Information for purposes of this
Agreement.
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5. Property of the Company:
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(a) I agree that all Confidential Information and all originals and
all copies of all manuscripts, drawings, prints, manuals, diagrams, letters,
notes, notebooks, reports, models, graphs, disks, tapes and all other materials
containing, representing, evidencing, recording, or constituting any
Confidential Information, however and whenever produced (whether by myself or
others), shall be the sole property of the Company.
(b) I agree that any idea, concept, invention, discovery,
innovation, formula, computer program or other Confidential Information
conceived, developed, or otherwise made by me, alone or jointly with others and
directly relating to the Company's present products, programs or services or to
tasks assigned to me during the course of my employment, whether or not
patentable or subject to copyright protection and whether or not reduced to
tangible form or reduced to practice, during the period of my employment with
the Company, or during the six-month period next succeeding the termination of
my employment with the Company, whether or not made during my regular working
hours, and whether or not made on the Company's premises, and whether or not
disclosed by me to the Company (hereinafter collectively referred to as
"Inventions"), together with all products or services which embody, emulate or
employ such Invention or Confidential Information, shall be the sole property of
the Company, and all copyrights, patents, patent rights, trademarks, service
marks, logos, and reproduction rights to, and other proprietary rights in, such
Invention or Confidential Information, whether or not patentable or
copyrightable, shall belong exclusively to the Company.
(c) I hereby assign and, to the extent any such assignment cannot be
made at the present time, agree to assign, to the Company all my right, title
and interest throughout the world in and to all Inventions, and to anything
tangible which evidences, incorporates, constitutes, represents or records any
such Inventions. I agree that all such Inventions shall constitute works made
for hire under the copyright laws of the United States and hereby assign and, to
the extent any such assignment cannot be made at the present time, agree to
assign, to the Company all copyrights, patents and other proprietary rights I
may have in any of such Inventions, together with the right to file for and/or
own wholly without restriction United States and foreign patents, trademark
registration and copyright registration and any patent, or trademark or
copyright registration issuing thereon.
6. Employee's Obligation to Keep Records:
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I shall make and maintain adequate and current written records of
all Inventions which by virtue of Section 5 are the sole property of the Company
and shall disclose the same fully and in writing to the Company's President or
other duly authorized officer immediately upon development of the same and at
any time upon request.
7. Employee's Obligation to Cooperate:
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During and after the term of my employment by the Company, I shall
execute,
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acknowledge, seal and deliver all documents, including, without limitation, all
instruments of assignment, patent and copyright applications and supporting
documentation, and perform all acts, which the Company may request to secure its
rights hereunder and to carry out the intent of this Agreement. In furtherance
of my undertaking in the immediately preceding sentence, I specifically agree to
assist the Company, at the Company's expense, in every proper way to obtain for
its sole benefit, in any and all countries, patents, copyright registrations or
other legal protection for all Confidential Information and Inventions, which by
virtue of Section 5 hereof are the sole property of the Company, and for
publications pertaining to any of them. I shall be entitled to reasonable
compensation for any material amount of time spent by me in assisting the
Company, under this Section 7.
8. Exceptions to this Agreement:
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Except as set forth below, I am subject to no contractual or other
restriction or obligation which will in any way limit my activities on behalf of
the Company or require me not to disclose any information or data to the
Company. I further represent and warrant that I do not claim rights in, or
otherwise exclude from this Agreement, any previous invention, discovery or
other item of intellectual property except the following:
(IF NONE, PLEASE WRITE "NONE".)
9. Termination of Employment:
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If I cease to be employed by the Company for any reason, or at any
other time upon request of the Company, I shall return promptly any notebooks,
computer programs, specifications, drawings, designs, blueprints, reproductions,
sketches, notes, reports, proposals, business plans, manuals, disks, tapes, or
copies of any of them, or other documents or materials, tools, equipment, or
other property belonging to the Company or its customers.
If requested to do so by the Company, I agree to sign a Termination
Certificate in which I confirm that I have complied with the requirements of the
preceding paragraph and that I am aware that certain restrictions imposed upon
me by this Agreement continue after termination of my employment regardless of
the manner of or reasons for such termination. I understand, however, that my
obligations under this Agreement will continue even if I do not sign a
Termination Certificate.
10. Miscellaneous Provisions:
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(a) In the event that any provision of this Agreement shall be
determined to be unenforceable by any court of competent jurisdiction by reason
of its extending for too great a
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period of time or over too large a geographic area or over too great a range of
activities, it shall be interpreted to extend only over the maximum period of
time, geographic area or range of activities as to which it may be enforceable.
If, after application of the immediately preceding sentence, any provision of
this Agreement shall be determined to be invalid, illegal or otherwise
unenforceable by any court of competent jurisdiction, the validity, legality and
enforceability of the other provisions of this Agreement shall not be affected
thereby. Any invalid, illegal or unenforceable provision of this Agreement shall
be severable, and after any such severance, all other provisions hereof shall
remain in full force and effect.
(b) This Agreement constitutes the entire agreement and
understanding between the Company and me concerning the subject matter hereof.
No modification, amendment, termination or waiver of this Agreement or any of
the provisions herein contained shall be binding upon me or the Company unless
made in writing and signed by a duly authorized officer of the Company. Failure
of the Company to insist upon strict compliance with any of the terms, covenants
or conditions hereof shall not be deemed a waiver of such terms, covenants and
conditions. In the event of any inconsistency between this Agreement and any
other contract between the Company and me, the provisions of this Agreement
shall prevail.
(c) This Agreement shall be binding upon me regardless of the
duration of my employment by the Company, the manner of or reasons for the
termination of my employment by the Company, or the amount of my salary or
wages. My obligations under this Agreement shall survive the termination of my
employment by the Company regardless of the manner of or reasons for such
termination and regardless of whether such termination constitutes a breach of
any other agreement I may have with the Company, and shall not in any way be
modified, altered or otherwise affected by such termination. My obligations
under this Agreement shall be binding upon my heirs, legal representatives,
successors and assigns, and the provisions of this Agreement shall inure to the
benefit of and be binding on the legal representatives, successors and assigns
of the Company.
(d) I recognize and acknowledge that money damages alone would not
adequately compensate the Company for breach of any of my covenants, agreements
or obligations herein, and therefore I agree that in the event of the breach or
threatened breach of any such covenant, agreement or obligation, in addition to
all other remedies available to the Company, at law, in equity or otherwise, the
Company shall be entitled to injunctive relief compelling specific performance
of, or other compliance with, the terms hereof. All rights and remedies
hereunder are cumulative and are in addition to and not exclusive of any other
rights and remedies available, at law, in equity, by agreement or otherwise.
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(e) This Agreement shall be governed by, and construed and enforced
in accordance with, the substantive laws of The State of Ohio without regard to
its principles of conflicts of laws, and shall be deemed to be effective as of
the first day of my employment by the Company. This Agreement is executed under
seal.
I ACKNOWLEDGE THAT, BEFORE PLACING MY SIGNATURE HEREUNDER, I HAVE
READ ALL OF THE PROVISIONS OF THIS EMPLOYEE'S INVENTION, TRADE SECRET AND
NON-DISCLOSURE AGREEMENT AND HAVE THIS DAY RECEIVED A COPY HEREOF.
IN WITNESS WHEREOF, I have executed this Agreement as a sealed
instrument on this _____ day of ________, ________.
WITNESS:
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[Name]
Address:
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Accepted and Agreed to:
XxXXXXXX.XXX, INC.
By:____________________________
Name:
Title:
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