Exhibit 10.72
SEMX CORPORATION
INTELLECTUAL PROPERTY PROTECTION AGREEMENT
In consideration of my at-will employment --and of my continued at-will
employment-- and my compensation, and the equipment, materials, facilities and
the Company's Confidential Information supplied to me, the Company and I
understand and agree that:
1. RECORDS OF INVENTIONS AND WORKS OF AUTHORSHIP. I will keep complete and
current written records of all Inventions and Works of Authorship
(including illustrations, writings, mask works, software and computer
programs) I make during the period of time I am employed by the Company
and promptly and completely disclose all such Inventions and Works of
Authorship in writing to the Company for the purpose of adequately
determining the Company's rights in each such Invention and Work of
Authorship. I will supplement any such disclosures to the extent the
Company may request. If I have any doubt as to whether or not to disclose
an Invention or Work of Authorship to the Company, I will disclose it. In
this connection, I will not file any patent or copyright application
relating to any Invention or Work of Authorship I make during the period
of time I am employed by the Company without the prior written approval of
the Company.
2. OWNERSHIP OF INVENTIONS AND WORKS OF AUTHORSHIP. Each and every Invention
and Work of Authorship I make during the period of time I am employed by
the Company which (a) relates to the business of the Company or to the
Company's actual or demonstrably anticipated research or development, (b)
results from any work I perform for the Company, or (c) relates to the
Company's Confidential Information, is the sole and exclusive property of
the Company and I will assign my entire right, title and interest in each
such Invention or Work of Authorship to the Company, except those excluded
from any obligation to assign to the Company as a matter of law existing
at the time such Invention or Work of Authorship is made. If I assert any
property right in an Invention or Work of Authorship I make during the
period of time I am employed by the Company as provided by law, I will
promptly notify the Company in writing.
3. DISCLOSURE OF INVENTION OR WORK OF AUTHORSHIP AFTER TERMINATION. I will
promptly and completely disclose in writing to the Company, all Inventions
or Works of Authorship which I make during the one year immediately
following the end of my employment with the Company which (a) relates to
the business of the Company or to the Company's actual or demonstrably
anticipated research or development, (b) results from work I performed for
the Company, or (c) relates to the Company's rights in each such Invention
or Work of Authorship. During this period I will not file any patent or
copyright application relating to any such Invention or Work of Authorship
without the prior written consent of the Company.
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If I do not prove that I made the Invention or Work of Authorship entirely
after leaving the Company's employment or if I do not prove that the
invention or Work of Authorship does not in any way relate to my work
assignment at the Company, to the Company's business, or to the Company's
Confidential Information, the Invention or Work of Authorship shall
conclusively be presumed to be the property of the Company. I acknowledge
that the conditions of this paragraph are no greater than is necessary for
protecting the Company's interests in the Company's Confidential
information and in Inventions or Works of Authorship to which it is
rightfully entitled. I agree to assign to the Company all of my interest
in such Inventions or Works of Authorship belonging to the Company and I
will execute any/all papers and do any/all acts which the Company
considers necessary to secure to it any/all rights relating to such
Inventions or Works of Authorship.
4. COOPERATION WITH THE COMPANY. I will assist and fully cooperate with the
Company in obtaining and maintaining the fullest measure of legal
protection which the Company elects to obtain for Inventions and Works of
Authorship in which it has a property right. I will execute any lawful
document the Company requests me to execute relating to obtaining and
maintaining legal protection for any said Invention or Work of Authorship
(including, but not limited to, executing applications, assignments,
oaths, declarations, and affidavits) and I will make myself available for
interview, depositions and testimony relating to any said Invention or
Work of Authorship, at the expense of the Company and at normal rate of
compensation.
5. PRE-EMPLOYMENT INVENTIONS OR WORKS OF AUTHORSHIP. On schedule A (an
integral part of the Agreement on page 7) I have completely identified,
without disclosing any trade secret or other confidential information,
every Invention or Work of Authorship I made before my employment by the
Company in which I have an ownership interest, and which is not the
subject matter of an issued patent or printed publication at the time I
sign this agreement.
If I become aware of any projected or actual use of any such Invention or
Work of Authorship by the Company, I will promptly notify the Company in
writing of said use. Except as to the Inventions or Works of Authorship
listed on Schedule A or those which are the subject matter of an issued
patent or printed publication at the time I sign this Agreement. I will
not assert any rights against the Company with respect to any Invention or
Work of Authorship made before my employment with the Company.
6. THE COMPANY'S CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANTS. During the
period of time I am employed by the Company and indefinitely thereafter
with respect to Confidential Information which constitute trade secrets
and for a period of five years after my employment with the Company
terminates with respect to Confidential Information which does not
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constitute trade secrets, I will not, directly or indirectly, use the
Company's Confidential Information except in the furtherance of the
Company's business nor will I disclose or disseminate the Company's
Confidential Information to anyone who is not an officer, director,
employee, attorney or authorized agent of the Company without the prior
written consent of the Company, unless the specific item of the Company's
Confidential Information is now in, or hereafter (through no breach of
this Agreement) becomes part of the public domain; provided, however, I
agree that none of the provisions of this Agreement including the
foregoing exception for Confidential Information which becomes part of the
public domain and the five year time period with respect to certain
Confidential Information shall be construed to constitute: (a) a waiver by
the Company of any of its right in, or to protect specific items of the
Company's Confidential Information which constitute trade secrets, or (b)
a release of or limit to my legal obligation not to disclose or
misappropriate any such Company trade secrets, during or after my
employment with the Company. I understand that such use, disclosure or
dissemination of the Company's Confidential Information would become
accessible to and reasonably be considered useful to a competitor of the
Company or to a third party which would be assisted in becoming a
competitor of the Company. I will execute any agreement relating to the
protection of the Company's Confidential Information or the Confidential
Information of any third party with whom the Company is under legal
obligation to protect that third party's confidential information if the
Company requests.
I recognize the possibility that I might subsequently own or work for a
business which directly or indirectly competes with the Company. I will
not, without prior written consent of the Company, utilize any
Confidential Information of the Company in any subsequent employment nor
use, disclose or otherwise compromise the integrity of such Confidential
Information.
Without limiting the foregoing, for a period of one year after termination
of my employment with the Company, I will not attempt to divert nor assist
others to acquire any Company business by soliciting, contracting or
communicating with any customer of the Company's products or services with
whom I had contact during the year preceding termination of my employment.
I acknowledge that all documents and tangible things embodying or
containing the Company's Confidential Information are the Company's
exclusive property. I have access to them solely for performing the duties
of my employment for the Company. I will protect the confidentiality of
their content and I will return all of them and all copies, facsimiles and
specimens of them (including excerpts or portion thereof) and any other
forms of the Company's Confidential Information in my possession, custody
or control to the Company before leaving the employment of the Company.
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I recognize that irreparable and incalculable injury will result to the
Company, its business and property, in the event of a breach by me of the
restrictions imposed by this Agreement. I therefore agree that in the
event of any such breach, the Company shall be entitled, in addition to
any other remedies and damages, to an injunction restraining further
violation of such restrictions by me and/or by any other person for whom I
may be acting or who is acting for me or in concert with me.
If the Company is awarded an injunction or other remedy in connection with
the enforcement of such restrictions, I further agree to pay all costs and
expenses (including attorney's fees) reasonably incurred by the Company in
such enforcement effort. I waive any requirement for security or the
posting of any bond or other surety and proof of damages in connection
with any temporary or permanent award of injunctive, mandatory or other
equitable relief and I further agree to waive the defense in any action
for specific performance that a remedy at law would be adequate. I WAIVE
THE RIGHT TO A JURY TRIAL OF ANY SUCH ACTION.
In the event that any of the provisions of this Paragraph 6 should ever be
adjudicated to exceed the time, geographic, product or service, or other
limitations permitted by applicable law in any jurisdiction, then the
court shall have the power and shall reform the provisions of this
Paragraph 6 in such jurisdiction to the maximum time, geographic, product
or service, or other limitation permitted by applicable law.
By entering into this Agreement, I acknowledge that: (I) I am familiar
with the nature of the Company's business; (II) I have read and understand
the nature and scope of the restrictions set forth in this Agreement; and
(III) that the Company has invested and will continue to invest
substantial effort and sums of money to develop and promote the Company
products, services and goodwill together with Confidential Information. I
THEREFORE ACKNOWLEDGE AND REPRESENT THAT THE SCOPE OF SUCH RESTRICTIONS
ARE APPROPRIATE, NECESSARY AND REASONABLE FOR THE PROTECTION OF THE
BUSINESS, GOODWILL AND PROPERTY RIGHTS OF THE COMPANY AND WILL NOT PREVENT
OR HINDER ME FROM EARNING A LIVING IN THE EVENT OF, AND AFTER, TERMINATION
OF MY EMPLOYMENT WITH THE COMPANY.
7. CONFIDENTIAL INFORMATION FROM PREVIOUS EMPLOYMENT. I certify that I have
not, and will not, disclose or use during my employment with the Company,
any confidential information which I acquired as a result of any previous
employment or under a contractual obligation of confidentiality before my
employment by the Company.
8. PRIOR RESTRICTIVE OBLIGATIONS. On schedule B (an integral part of this
Agreement on page #7), I have completely identified all prior obligations
(written and oral), such as confidentiality agreements or covenants
restricting future employment, that I have entered into which restrict my
ability to perform the duties of my employment for the Company. I
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agree to indemnify and hold the Company harmless from all liabilities and
expenses resulting from my failure to identify all my prior obligations.
9. NOTICE TO FUTURE EMPLOYERS. For a period of one year immediately following
the end of my employment by the Company, I will inform each new employer,
prior or my employment, of the existence of this Agreement and provide the
new employer with a copy of this Agreement. I further agree that the
Company may, if it so desires, send a copy of this Agreement to, or
otherwise make the provisions hereof known to, any such new employer.
10. MISCELLANEOUS. This Agreement binds my heirs, executors, administrators,
legal representatives and assigns and inures to the benefit of the Company
and its successors and assigns.
Only a written amendment executed by both myself and the Company can
constitute a waiver or modification of any provision of the Agreement.
This Agreement becomes effective when I sign it, my obligations under it
continue throughout the entire period of time I am employed by the
Company, without regard to the business organization within the Company
with which I am associated, and these obligations will continue after, and
survive, the end of my employment by the Company. This Agreement replaces
previous agreements relating to the subject matter of the Agreement and
shall be deemed effective as of the first day of my employment by the
Company just as though I had executed this Agreement on that first day
except that such replacement shall not affect the rights and obligations
of me or the Company arising out of any such prior agreement, which rights
and obligations shall remain in effect for that purpose.
If a court of competent jurisdiction determines that any portion of the
Agreement is illegal, invalid or unenforceable, then, subject to the
provisions regarding reformation set forth in paragraph 6 hereof, that
portion shall be considered to be removed from this Agreement and it shall
not affect the legality, validity or enforceability of the remainder of
this Agreement and the remainder of the Agreement shall continue in full
force and effect. This Agreement shall be governed by, and construed
under, the laws of the State of New York without regard to its conflicts
of law rules.
11. DEFINITIONS.
A.) "THE COMPANY" refers collectively to Semx Corporation, a Delaware
corporation, having a place of business at 0 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
and its predecessors, designees and successors and its past, present and future
operating companies, divisions, parents, subsidiaries, affiliates and other
business units.
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B.) "THE COMPANY CONFIDENTIAL INFORMATION" is any information used in the
Company's business which gives the Company an advantage over competitors who do
not know or use such information (for example, a formula, manufacturing process,
manufacturing equipment, proprietary compound, customer lists, marketing plans,
financial data, business data, etc.) and includes not only information
designated by the Company as confidential information but also the Company's
other trade secrets and other confidential or proprietary information, or
confidential information entrusted to it;
C.) "Inventions" or "Works of Authorship" include not only inventions (whether
or not patentable) or Works of Authorship (whether or not copyrightable), but
also innovations, improvements, discoveries, ideas and all other forms of
intellectual property - whether or not any of the foregoing constitutes trade
secrets or other confidential or proprietary information; and
D.) "MAKE" OR " MADE", used in relating to Inventions or Works of Authorship
includes any one or any combination of (I) conception, (II) reduction to
practice, or (III) development of, any Invention or Work of Authorship and is
without regard to whether I am sole or joint inventor or author.
Employee:
Dated:_______________________ _________________________________________
Identified throughout this Agreement by
the use of the first person singular)
Printed Name:____________________________
SEMX Corporation
Dated:_______________________ By:______________________________________
Officer or Human Resources
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SCHEDULE A
PRE-EMPLOYMENT INVENTIONS AND WORKS OF AUTHORSHIP
Note: Please describe each such Invention and Work of Authorship you made prior
to your employment by the Company in which you have an ownership interest and
which is not the subject matter of an issued patent or printed publication at
the time you sign this Agreement. DO NOT DISCLOSE CONFIDENTIAL INFORMATION.
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SCHEDULE B
PRIOR RESTRICTIVE OBLIGATIONS
Please identify all prior restrictive obligations (written and oral), such as
confidentiality agreements or covenants restricting future employment that are
in effect and which restrict your ability to perform the duties of employment
for the Company.
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