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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and
between Webridge Inc., an Oregon corporation with its principal place of
business at Webridge, Inc. ("Company") 000 XX Xxxxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000, and Xxxxxx X. Xxxxx, an individual whose current residence is at 00000 XX
Xxxxxxx Xx., Xxxxxxxx, XX 00000.
RECITALS
A. The Company is engaged in the business of producing computer systems
and software.
B. The company desires to hire Employee and Employee desires to be an
employee of the Company.
NOW, THEREFORE, for mutual consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:
1. COMPANY'S TRADE SECRETS: In performance of Employee's job duties as
may be designated by the Company from time to time, Employee will be exposed to
the Company's Trade Secrets. "Trade Secrets" means information or material that
is commercially valuable to the Company and not generally know in the industry.
This includes:
a) any and all versions of the Company's proprietary computer software
(including source code and object code), hardware, firmware and
documentation;
b) technical information concerning the Company's products and
services, including product data and specifications, diagrams, flow
charts, drawings, test results, know-how, processes, inventions,
research projects and product development;
c) information concerning the Company's business, including cost
information, profits, sales information, accounting and unpublished
financial information, business plans, market and marketing
methods, customer lists and customer information, purchasing
techniques, supplier lists and supplier information and advertising
strategies;
d) information concerning the Company's employees, including their
salaries, strengths, weaknesses, and skills;
e) information submitted by Company's customers, suppliers, employees,
consultants or co-ventures with the Company for study, evaluation
or use; and
f) any other information not generally known to the public which, if
misused or disclosed, could reasonably be expected to adversely
affect the Company's business.
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2. NONDISCLOSURE OF TRADE SECRETS: Employee will keep the Company's
Trade Secrets (and Trade Secrets of any customer contacting with the Company),
whether or not prepared or developed by Employee, in the strictest confidence.
Employee will not use or disclose such secrets to others without the Company's
written consent, except when necessary to perform Employee's job. Employee
agrees that any customer, publisher or other third party who provides
confidential information to the Company is an intended third party beneficiary
of this provision. However, Employee shall have no obligation to treat as
confidential any information which:
a) was in Employee's possession or known to Employee, without an
obligation to keep it confidential, before such information was
disclosed to Employee by the Company;
b) is or becomes public knowledge through a source other than Employee
and through no fault of Employee's;
c) is or becomes lawfully available to Employee from a source other
than the Company; or
d) is disclosed pursuant to a requirement of a governmental agency or
as otherwise required by any court of competent jurisdiction.
3. NO CONFLICTING OBLIGATIONS. Employee's performance of this Agreement
and as an employee of the Company does not and will not breach any agreement to
keep in confidence proprietary information, knowledge or data acquired by
Employee prior to Employee's employment with the Company. Employee will not
disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employer or other
person or entity. Employee is not a party to any other agreement which interfere
with Employee's full compliance with this Agreement. Employee will not enter
into any agreement, whether written or oral, in conflict with the provisions of
this Agreement.
4. RETURN OF MATERIALS: When Employee's employment with the Company
ends, for whatever reason, Employee will promptly deliver to the Company all
originals and copies of all documents, records , software programs, media and
other materials, containing any of the Company's Trade Secrets. Employee will
also return to the Company all equipment, files software programs and other
personal property belonging to the Company or to any of its customers.
5. CONFIDENTIALITY OBLIGATION SURVIVES EMPLOYMENT: Employee's obligation
to maintain the confidentiality and security of the Company's Trade Secrets
continues even after Employee's employment with the Company ends and continues
for so long as such material remains a Trade Secret. This agreement does not in
any way restrict Employee's right or the Company's right to terminate Employee's
employment at any time, for any reason or no reason.
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6. COMPUTER PROGRAMS ARE WORKS MADE FOR HIRE: Company may ask, as part
of Employee's job duties, Employee to create, or contribute to the creation of,
computer programs, audiovisual works, documentation, artwork and other
copyrightable works (collectively called "Work Product"). Employee agrees that
any and all Work Product shall be "works made for hire" and that Company shall
own all the copyright rights in such works. IF AND TO THE EXTENT ANY SUCH
MATERIAL DOES NOT SATISFY THE LEGAL REQUIREMENTS TO CONSTITUTE A WORK MADE FOR
HIRE, EMPLOYEE HEREBY ASSIGNS ALL RIGHT, TITLE AND INTERESTS TO ALL EMPLOYEE'S
COPYRIGHT AND OTHER INTELLECTUAL, PROPERTY RIGHTS IN THE WORK PRODUCT TO THE
COMPANY.
7. DISCLOSURE OF DEVELOPMENTS: While Employee is employed by the
Company, Employee will promptly inform the Company of the full details of all
Employee's works of authorship, new or useful art, inventions, discoveries,
findings, improvements, designs, innovations and ideas (collectively called
"Developments") -- whether or not the Developments are patentable, copyrightable
or otherwise protectable -- that Employee conceives, completes or reduces to
practice (whether individually or in collaboration with others) and which:
a) relate to the Company's present or prospective business, or actual
or demonstrably anticipated research and development; or
b) result from any work Employee does using any equipment, facilities,
materials, Trade Secrets or personnel of the Company; or
c) result from or are suggested by any work that Employee may do for
the Company.
8. ASSIGNMENT OF DEVELOPMENTS: Employee hereby assigns to the Company or
the Company's designee, Employee's entire right, title and interest in all the
following, that Employee conceives or make (whether alone or with others) while
employed by the Company:
a) all Developments;
b) all copyrights, Trade Secrets, trademarks and mask work rights in
Developments; and
c) all patent applications filed and patents granted on any
Developments, including those in foreign countries.
9. WAIVER OF RIGHTS: In the event Employee has any right in and to the
Work Product or Developments that cannot be assigned to the Company, Employee
hereby unconditionally and irrevocably (a) waives the enforcement of all such
rights, and all claims and causes of action of any kind with respect to any of
the foregoing against the Company, its distributors and customer, whether now
known or hereafter to become known, and (b) agrees, at the request and expense
of the Company and its respective successors and assigns, to consent to, and to
join in, any action to enforce such rights or to procure a waiver of such rights
from the holder of such rights.
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10. LICENSE. In the event Employee has any rights in and to the Work
Product or the Developments that cannot be assigned to the Company and cannot be
waived, Employee hereby grants to the Company, and its respective successors and
assigns, an exclusive, worldwide, royalty-free license during the term of the
rights to reproduce, distribute, modify, publicly perform and publicly display,
with the right to sublicense and assign such rights in and to the Work Product
or the Developments including, without limitation, the right to use in any way
whatsoever the Work Product or the Developments. Each of the Company's clients,
customers and business partners is an intended third party beneficiary of this
provision arid may independently enforce Employee's obligations hereunder.
11. NO RETENTION OF RIGHTS. Employee retains no right to use the Work
Product or the Developments and agrees not to challenge the validity of the
ownership by the Company of the Work Product or the Developments.
12. ROYALTIES, AT-WILL EMPLOYMENT: Employee's compensation from the
Company may include potential royalty payments, as set forth in any separate
letter agreement between the Company and Employee, and if there is currently
such an agreement, it will be attached hereto as Exhibit A. Notwithstanding any
such agreement, Employee understands that Employee is an "at will" employee, who
may be terminated at any time by the Company, and that Employee has no right to
be employed for a specific term and no right to insist on specific grounds for
termination.
13. EXECUTION OF DOCUMENTS: Both while employed by the Company and
afterwards, Employee agrees to execute and aid in the preparation of papers that
the Company may consider necessary or helpful to obtain or maintain any patents,
copyright, trademarks or other proprietary rights at no charge to the Company,
but at the Company's expense.
14. APPOINTMENT OF ATTORNEY-IN-FACT. In the event that the Company is
unable for any reason whatsoever to secure Employee's signature to any lawful
and necessary document required to apply for or execute any patent, copyright or
other applications with respect to any of the Work Product or the Developments
(including improvements, renewals, extensions, continuations, divisions or
continuations in part hereof), Employee hereby irrevocably appoints the Company
and its duly authorized officers and agents and Employee's agents and
attorneys-in-fact to execute and file any such application and to do all other
lawfully permitted act to further the prosecution and issuance of patents,
copyrights or other rights thereon with the same legal force and effect as if
executed by Employee.
15. CONFLICT OF INTEREST: During Employee's employment by the Company,
Employee will not engage in any business competitive with the Company's business
activities.
16. NONINTERFERENCE WITH COMPANY EMPLOYEES: While employed by the
Company, Employee will not:
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a) induce, or attempt to induce, any Company employee to quit the
Company's employ;
b) recruit or hire away any Company employee; or
c) hire or engage any Company employee or former employee whose
employment with the Company ended less than six months before the
date of such hiring or engagement.
17. ENFORCEMENT: Employee agrees that in the event of a breach or
threatened breach of this Agreement, money damages would be an inadequate remedy
and extremely difficult to measure. Employee agrees, therefore, that the Company
shall be entitled to an injunction to restrain Employee from such breach or
threatened breach. Nothing in this Agreement shall be construed as preventing
the Company from pursuing any remedy at law or in equity for any breach or
threatened breach.
18. ASSIGNMENT. This Agreement may be assigned by the Company. Employee
may not assign or delegate Employee's duties under this Agreement without the
Company's prior written approval. This Agreement shall be binding upon
Employee's heirs, successors, and permitted assignees.
19. GOVERNING LAW: This Agreement is made and shall be construed and
enforced in accordance with the laws of the State of Oregon.
20. ARBITRATION: In the event of any dispute in connection with this
Agreement, the Parties agree to resolve the dispute by binding arbitration in
Portland, Oregon, under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"), with a single arbitrator familiar with software
development disputes appointed by AAA. In the event of any dispute, the
prevailing party shall be entitled to its reasonable attorneys' fees and costs
from the other party, whether or not the matter is litigated or arbitrated to a
final judgment or award.
21. CHOICE OF FORUM. The parties hereby submit to the jurisdiction of,
and waive any venue objections against, Superior and Municipal Courts of the
State of Oregon, Washington County, in any litigation arising our of this
Agreement.
22 SEVERABILITY: In any provision of this Agreement is determined to be
invalid or unenforceable, the remainder shall be unaffected and shall be
enforceable against both the Company and Employee.
23. ENTIRE AGREEMENT: This Agreement supersedes and replaces all prior
agreements or understandings, oral or written, between the Company and Employee
except for (a) prior confidentiality agreements, if any Employee has signed
relating to information not covered by this Agreement, and (b) a letter
agreement in the attached hereto as Exhibit B.
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24. MODIFICATION: This Agreement may not be modified except by a writing
signed by both the Company and Employee.
25. EMPLOYEE REVIEW AND RECEIPT OF AGREEMENT. Employee acknowledges that
Employee has carefully read and considered all provisions of this Agreement and
agrees that all of the restrictions set forth herein are fair and reasonably
required to protect the Company's interests. Employee acknowledges that Employee
has received a copy of this Agreement as signed by Employee.
26. PRIOR DEVELOPMENTS: As a matter of record, Employee has identified
all prior developments ("Prior Developments") that have been conceived or
reduced to practice or learned by Employee, alone or jointly with others, before
Employee's employment with Company, which Employee desires to remove from the
operation of this Agreement. The Prior Developments as listed on attached
Exhibit C. Employee represents and warrants that this list is complete. If there
is no such list, Employee represents that it has made no such Prior Developments
at the time of signing this Agreement.
[EMPLOYEE]:
Date: AUGUST 10, 1998 /s/ XXXXXX X. XXXXX
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Employee's Signature
Xxxxxx X. Xxxxx
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Typed or Printed Name
[COMPANY]
Date: AUGUST 10, 1998 /s/ XXXX X. XXXXXXX
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Signature
Xxxx X. Xxxxxxx
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Typed or Printed Name
Chief Operating Officer
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Title
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