EXHIBIT 10.10
SPLINEX TECHNOLOGY, INC.
EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS
ASSIGNMENT AGREEMENT
This Agreement is intended to formalize in writing certain
understandings and procedures which have been in effect since the time I was
initially employed by Splinex Technology, Inc. ("Company"). In return for my new
or continued employment by Company and other good and valuable consideration,
the receipt and sufficiency of which I hereby acknowledge, I acknowledge and
agree that:
1. DUTIES; AT-WILL EMPLOYMENT; NO CONFLICT. I will perform for Company
such duties as may be designated by Company from time to time. I agree that my
employment with Company is for no specified term, and may be terminated by
Company at any time, with or without cause, and with or without notice.
Similarly, I may terminate my employment with Company at any time, with or
without cause, and with or without notice. During my period of employment by
Company, I will devote my best efforts to the interests of Company and will not
engage in other employment or in any activities determined by Company to be
detrimental to the best interests of Company without the prior written consent
of Company.
2. PRIOR WORK. All previous work done by me for Company relating in any
way to the conception, reduction to practice, creation, derivation, design,
development, manufacture, sale or support of products or services for Company is
the property of Company, and I hereby assign to Company all of my right, title
and interest in and to such previous work.
3. PROPRIETARY INFORMATION. My employment creates a relationship of
confidence and trust between Company and me with respect to any information:
(a) Applicable to the business of Company; or
(b) Applicable to the business of any client or customer of
Company, which may be made known to me by Company or by any client or customer
of Company, or learned by me in such context during the period of my employment.
All such information has commercial value in the business in which Company is
engaged and is hereinafter called "Proprietary Information." By way of
illustration, but not limitation, Proprietary Information includes any and all
technical and non-technical information including patent, copyright, trade
secret, and proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current, future
and proposed products and services of Company, and includes, without limitation,
respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing manufacturing, customer lists, business
forecasts, sales and merchandising and marketing plans and information.
"Proprietary Information" also includes proprietary or confidential information
of any third party who may disclose such information to Company or to me in the
course of Company's business.
4. OWNERSHIP AND NONDISCLOSURE OF PROPRIETARY INFORMATION. All
Proprietary Information is the sole property of Company, Company's assigns, and
Company's customers. Company, Company's assigns and Company's customers shall be
the sole and exclusive owner of all patents, copyrights, mask works, trade
secrets and other rights in the Proprietary Information. I hereby do and will
assign to Company all rights, title and interest I may have or acquire in the
Proprietary Information. At all times, both during my employment by Company and
after termination of such employment, I will keep in confidence and trust all
Proprietary Information, and I will not use or disclose any Proprietary
Information or anything directly relating to Proprietary Information without the
written consent of Company, except as may be necessary in the ordinary course of
performing my duties as an employee of Company.
5. OWNERSHIP AND RETURN OF MATERIALS. All materials (including, without
limitation, documents, drawings, models, apparatus, sketches, designs, lists,
and all other tangible media of expression) furnished to me by Company shall
remain the property of Company. Upon termination of my employment, or at any
time on the request of Company before termination, I will promptly (but no later
than five (5) days after the earlier of my employment's termination or Company's
request) destroy or deliver to Company, at Company's option, (a) all materials
furnished to me by Company, (b) all tangible media of expression which are in my
possession and which incorporate any Proprietary Information or otherwise relate
to Company's business, and (c) written certification of my compliance with my
obligations under this sentence.
6. INNOVATIONS. As used in this Agreement, the term "Innovations" means
all processes, machines, manufactures, compositions of matter, improvements,
inventions (whether or not protectable under patent laws), works of authorship,
information fixed in any tangible medium of expression (whether or not
protectable under copyright laws), moral rights, mask works, trademarks, trade
names, trade dress, trade secrets, know-how, ideas (whether or not protectable
under trade secret laws), and all other subject matter protectable under patent,
copyright, moral right, mask work, trademark, trade secret or other laws, and
includes without limitation all new or useful art, combinations, discoveries,
formulae, manufacturing techniques, technical developments, discoveries,
artwork, software, and designs. "Innovations" includes "Inventions," which is
defined to mean any inventions protected under patent laws.
7. DISCLOSURE OF PRIOR INNOVATIONS. I have identified on Exhibit A
("Prior Innovations") attached hereto all Innovations, applicable to the
business of Company or relating in any way to Company's business or demonstrably
anticipated research and development or business, which were conceived, reduced
to practice, created, derived, developed, or made by me prior to my employment
with Company (collectively, the "Prior Innovations"), and I represent that such
list is complete. I represent that I have no rights in any such Innovations
other than those Prior Innovations specified in Exhibit A ("Prior Innovations").
If there is no such list on Exhibit A ("Prior Innovations"), I represent that I
have neither conceived, reduced to practice, created, derived, developed nor
made any such Prior Innovations at the time of signing this Agreement.
8. ASSIGNMENT OF INNOVATIONS; LICENSE OF PRIOR INNOVATIONS. I hereby
agree promptly to disclose and describe to Company, and I hereby do and will
assign to Company or Company's designee my entire right, title, and interest in
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and to, (a) each of the Innovations (including Inventions), and any associated
intellectual property rights, which I may solely or jointly conceive, reduce to
practice, create, derive, develop or make during the period of my employment
with Company, which either (i) relate, at the time of conception, reduction to
practice, creation, derivation, development, or making of such Innovation, to
Company's business or actual or demonstrably anticipated research or
development, or (ii) were developed on any amount of Company's time or with the
use of any of Company's equipment, supplies, facilities or trade secret
information, or (iii) resulted from any work I performed for Company, and (b)
each of the Innovations which is not an Invention (as demonstrated by me by
evidence meeting the clear and convincing standard of proof), and any associated
intellectual property rights, which I may solely or jointly conceive, develop,
reduce to practice, create, derive, develop, or make during the period of my
employment with Company, which are applicable to the business of Company
(collectively, the Innovations identified in clauses (a) and (b) are hereinafter
the "Company Innovations"). To the extent any of the rights, title and interest
in and to Company Innovations cannot be assigned by me to Company, I hereby
grant to 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 Company Innovations can
be neither assigned nor licensed by me to Company, I hereby irrevocably waive
and agree never to assert such non-assignable and non-licensable rights, title
and interest against Company or any of Company's successors in interest to such
non-assignable and non-licensable rights. I hereby grant to Company or 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 Prior Innovations which I incorporate, or permit
to be incorporated, in any Company Innovations. Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, any Prior
Innovations in any Company Innovations without Company's prior written consent.
9. COOPERATION IN PERFECTING RIGHTS TO PROPRIETARY INFORMATION AND
INNOVATIONS.
(a) I agree to perform, during and after my employment, all
acts deemed necessary or desirable by Company to permit and assist Company, at
Company's expense, in obtaining and enforcing the full benefits, enjoyment,
rights and title throughout the world in the Proprietary Information and
Innovations assigned or licensed to, or whose rights are irrevocably waived and
shall not be asserted against, Company under this Agreement. Such acts may
include, but are not limited to, execution of documents and assistance or
cooperation (i) in the filing, prosecution, registration, and memorialization of
assignment of any applicable patents, copyrights, mask work, or other
applications, (ii) in the enforcement of any applicable patents, copyrights,
mask work, moral rights, trade secrets, or other proprietary rights, and (iii)
in other legal proceedings related to the Proprietary Information or
Innovations.
(b) In the event that Company is unable for any reason to
secure my signature to any document required to file, prosecute, register, or
memorialize the assignment of any patent, copyright, mask work or other
applications or to enforce any patent, copyright, mask work, moral right, trade
secret or other proprietary right under any Proprietary Information (including
improvements thereof) or any Innovations (including derivative works,
improvements, renewals, extensions, continuations, divisionals, continuations in
part, continuing patent applications, reissues, and reexaminations thereof), I
hereby irrevocably designate and appoint Company and Company's duly authorized
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officers and agents as my agents and attorneys-in-fact to act for and on my
behalf and instead of me, (i) to execute, file, prosecute, register and
memorialize the assignment of any such application, (ii) to execute and file any
documentation required for such enforcement, and (iii) to do all other lawfully
permitted acts to further the filing, prosecution, registration, memorialization
of assignment, issuance, and enforcement of patents, copyrights, mask works,
moral rights, trade secrets or other rights under the Proprietary Information,
or Innovations, all with the same legal force and effect as if executed by me.
10. NO VIOLATION OF RIGHTS OF THIRD PARTIES. My performance of all the
terms of this Agreement and as an employee of Company does not and will not
breach any agreement to keep in confidence proprietary information, knowledge or
data acquired by me prior to my employment with Company, and I will not disclose
to Company, or induce Company to use, any confidential or proprietary
information or material belonging to any previous employer or others. I am not a
party to any other agreement which will interfere with my full compliance with
this Agreement. I agree not to enter into any agreement, whether written or
oral, in conflict with the provisions of this Agreement.
11. SURVIVAL. This Agreement (a) shall survive my employment by
Company; (b) does not in any way restrict my right or the right of Company to
terminate my employment at any time, for any reason or for no reason; (c) inures
to the benefit of successors and assigns of Company; and (d) is binding upon my
heirs and legal representatives.
12. NO SOLICITATION. During the term of my employment with Company and
for a period of one (1) year thereafter, I will not solicit, encourage, or cause
others to solicit or encourage any employees of Company to terminate their
employment with Company.
13. INJUNCTIVE RELIEF. A breach of any of the promises or agreements
contained herein will result in irreparable and continuing damage to Company for
which there will be no adequate remedy at law, and Company shall be entitled to
injunctive relief and/or a decree for specific performance, and such other
relief as may be proper (including monetary damages if appropriate).
14. NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be delivered as follows, with notice deemed given as
indicated: (a) by personal delivery, when delivered personally; (b) by overnight
courier, upon written verification of receipt; (c) by telecopy or facsimile
transmission, upon acknowledgment of receipt of electronic transmission; or (d)
by certified or registered mail, return receipt requested, upon verification of
receipt. Notices to me shall be sent to any address in Company's records or such
other address as I may specify in writing. Notices to Company shall be sent to
Company's Human Resources Department or to such other address as Company may
specify in writing.
15. GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the United States of America and by the laws of the State of
Florida; as such laws are applied to agreements entered into and to be performed
entirely within Florida between Florida residents. Each of the parties
irrevocably consents to the exclusive personal jurisdiction of the federal and
state courts located in Florida, as applicable, for any matter arising out of or
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relating to this Agreement, except that in actions seeking to enforce any order
or any judgment of such federal or state courts located in Florida, such
personal jurisdiction shall be nonexclusive.
16. SEVERABILITY. If any provision of this Agreement is held by a court
of law to be illegal, invalid or unenforceable, (i) that provision shall be
deemed amended to achieve as nearly as possible the same economic effect as the
original provision, and (ii) the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired
thereby.
17. WAIVER; AMENDMENT; MODIFICATION. The waiver by Company of a term or
provision of this Agreement, or of a breach of any provision of this Agreement
by me, shall not be effective unless such waiver is in writing signed by
Company. No waiver by Company of, or consent by Company to, a breach by me, will
constitute a waiver of, consent to or excuse of any other or subsequent breach
by me. This Agreement may be amended or modified only with the written consent
of both me and Company. No oral waiver, amendment or modification shall be
effective under any circumstances whatsoever.
18. ENTIRE AGREEMENT. This Agreement represents my entire understanding
with Company with respect to the subject matter of this Agreement and supersedes
all previous understandings, written or oral.
I certify and acknowledge that I have carefully read all of the
provisions of this Agreement and that I understand and will fully and faithfully
comply with such provisions.
"COMPANY" EMPLOYEE:
SPLINEX TECHNOLOGY, INC.
By: By:
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Title Printed Name:
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Dated: Dated:
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