Exhibit 10.1
LOG POINT Technologies, Inc.
000 Xxxxxxxxx Xx., Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000
NON-DISCLOSURE STATEMENT
EMPLOYEE PROPRIETARY AND CONFIDENTIAL INFORMATION AGREEMENT
In consideration of my initial contracting with LOG POINT Technologies, Inc.
(("LOG POINT"; "Company") and any ensuing direct employment therewith and the
compensation paid therefore:
1.I will devote my best efforts to the interest of LOG POINT and will not,
without written consent of LOG POINT during my association with LOG POINT,
engage in any activity, investment, interest or association (i) which is hostile
or adverse to or competitive with LOG POINT or (ii) which so occupies my
attention as to interfere with the proper and efficient performance of my duties
at LOG POINT or (iii) which interferes with the independent exercise of my
judgment in LOG POINT's best interest. I agree that I shall not use for the
benefit of, or disclose to, LOG POINT any proprietary information of third
parties (including my former employers). If I have any question as to what
comprises such proprietary information, I shall consult with LOG POINT's Patent
Counsel.
2. I have disclosed on the attached pages(s) all inventions, whether patented or
not, which I own or in which I have a direct or indirect interest. If no such
page is attached, then I agree that I do not own such an invention or have any
such interest. I agree that if at LOG POINT, without the written permission of
an officer of LOG POINT, I incorporate into a product, a process, a machine, or
otherwise use an invention owned by me or in which I have an interest, Log Point
shall be and is hereby granted a royalty-free, irrevocable, worldwide license to
make, have made, use, and sell that invention, without restriction, to the
extent of my ownership of interest.
3. I agree that, except as required or authorized by LOG POINT, I shall not,
both during and after my employment, reveal to others any proprietary
information, technical, financial, legal of otherwise, received or developed by
me during my employment relating to the business of LOG POINT, nor shall I make
use of any such information in any way competitive with LOG POINT. I promise to
return all papers, films, documents, and other materials belonging to LOG POINT
promptly upon termination of my association with LOG POINT.
4. I agree to promptly disclose, maintain written records of, and to assign, and
do hereby assign to LOG POINT all right, title and interest in and to all ideas,
discoveries, inventions and improvements, whether or not patents, which I make
solely or jointly hereafter where such ideas, discoveries, inventions or
improvements relate to any of LOG POINT's business or to LOG POINT's actual or
demonstrably anticipated research or development, or were made during my working
hours or with the use of LOG POINT's equipment, supplies, facilities or trade
secret information.
Non-disclosure Document
With respect to these ideas, discoveries, inventions and improvements, I agree:
to execute all documents requested by LOG POINT to effect the above assignment
to LOG POINT and to obtain U.S. and foreign patents; to communicate to LOG POINT
any pertinent fact I know; and to testify as LOG POINT's request and expense in
any interference or litigation which may arise during ar after my association
with LOG POINT.
5. This Agreement does not apply to any invention which qualifies fully under
Section 2870 of the California Labor Code as one which cannot be required to be
assigned to the Employer. I acknowledge that I have provided a copy of Section
2870 as an attachment to this Agreement. I agree, however, to disclose to LOG
POINT all my inventions made solely or jointly with others during my employment
by LOG POINT in accordance with Section 28706.
6. I further agree to abide faithfully by all LOG POINT rules and regulations.
The initial contracting association and any ensuing employment with LOG POINT is
not for a specific term and can be terminated by yourself or the Company at any
time for any reason, with or without cause. Any contrary representations which
may have been made or which may be made to you are superseded. The terms
described in this letter are terms of your initial contracting association and
any ensuing employment supplemental to those in your offer letter. Any additions
or modifications of these terms would have to be written and signed by yourself
and the Company President.
Dated: 5/2/94 Employee: Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
--------------------------- -----------------------------
Witness Employee (Signature)
Inventions listed on attached pages(s):
_______ Yes, (on _____ attached pages)
____X__ No
Accepted and agreed
LOG POINT Technologies, Inc.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Title: President
----------------------------
Non-disclosure Document
SECTION 2870 OF THE CALIFORNIA LABOR CODE
(a) Any provision in an employment agreement which provides that an employee
shall assign or offer to assign, any of his or her rights in an invention to his
or her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using employer's equipment, supplies,
facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention
to the employer's business, or actual or demonstrably anticipated research or
development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.
