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IGG INTERNATIONAL, INC.
EMPLOYEE CONFIDENTIALITY AND INVENTION AGREEMENT
AGREEMENT, dated as of December 6, 1996, by and between IGG
International, Inc., a Nevada corporation with an address at Xxx
Xxxxxxx Xxxxxx, Xxxxxxxx 000, Xxxxxxxxx, XX 00000 (the "Company")
and DR. XXXXX XXXXX, an individual residing at 00 Xxxxxxxx
Xxxxxx, Xxxxxx, XX ("Xxxxx").
WHEREAS, the Employee is an employee of the Company; and
WHEREAS, the Company may, in the course of the performance
by the Employee of his employment, provide the Employee with
certain proprietary or confidential information;
NOW, THEREFORE, in consideration of the foregoing and of
other consideration the receipt and sufficiency of which are
hereby acknowledged, the Employee hereby agrees as follows:
1. The Company possesses certain confidential information
that has been created, discovered or developed by, or has
otherwise become known to, the Company (including without
limitation information created, discovered, developed or made
known to the Employee in the course of the Employee's employment
by the Company), or in which the Company has property rights
(whether by license, assignment or otherwise). All such
information is collectively referred to as "Confidential
Information," which term shall include without limitation trade
secrets, processes, formulae, data, know-how, discoveries,
developments, designs, improvements, inventions, techniques,
marketing plans, strategies, forecasts, new products, software,
software documentation, unpublished financial statements,
budgets, projections, licenses, prices, costs and customer and
supplier lists; provided however, that "Confidential Information"
shall not include information (i) in the public domain by
publication through no fault of the Employee, (ii) lawfully
received by the Employee from a third party who was under no
obligation of confidentiality with respect thereto, or (iii)
required by law to be disclosed, but only to the extent of such
required disclosure.
2. The Employee understands and agrees that all the
Confidential Information and rights relating thereto shall remain
the sold property of the Company. The Employee agrees not to
disclose to anyone outside the Company or use in any manner
whatsoever, either during or after the term of Employee's
employment by the Company (the "Term"), without the prior written
permission of the Company. The Employee agrees to return to the
Company all documents or other materials relating to the
Employee's work for the Company, and all copies thereof, upon the
termination of the Term.
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3. The Employee hereby assigns to the Company all his
right, title and interest in any invention, data or idea, made or
conceived or reduced to practice either alone or jointly with
others during the Term (collectively, "Inventions"). The
Employee specifically agrees that any Inventions shall be deemed
to be "work for hire" within the meaning of the patent and
copyright laws of the United States and any state, and the
Employee acknowledges and agrees that all Inventions shall be the
sole and exclusive property of the Company. In connection
therewith, the Employee agrees, upon the Company's request and at
the Company's expense, to execute a specific assignment of title
to the Company, and take any other actions or execute any other
documents, reasonably necessary to enable the Company to secure a
patent for or acquire any other rights in Inventions in the
United States or in foreign countries. The Employee hereby
designates the Company as his or her agent and attorney-in-fact,
to act for and on behalf of the Employee to execute and file such
documents as are needed to apply for, perfect or otherwise
acquire any rights in any Invention if the Employee is unable or
unwilling to do so.
4. The Company and the Employee each agrees to indemnify
and hold harmless the other from and against any and all claims,
losses or liabilities of or to any person or entity to which the
other party may become subject, arising out of or relating to the
acts or omissions of the indemnifying party, unless such claim,
loss or liability is a result of the other party's wilful
misconduct or negligence.
5. (a) The parties agree that any breach of this
Agreement by the Employee would cause irreparable harm to the
Company for which the Company would have no adequate remedy at
law and that, in such event, the Company shall have the right to
an injunction, specific performance or other equitable relief in
addition to any remedies available at law.
(b) This Agreement shall not be construed as an
employment or consulting contract and shall not be deemed to
create any right of continued employment.
(c) Each provision of this Agreement shall be treated
as a severable, separate and independent covenant and the
unenforceability of any provision shall have no effect on the
enforceability of the remainder of this Agreement.
(d) The terms of this Agreement shall survive the
termination of the Employee's employment by the Company and shall
inure tot he benefit of and be binding upon the parties hereto
and their respective successors, heirs and assigns.
(e) This Agreement will be governed in accordance with
the laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties have hereunto set their hand
and seals as of the date first above written.
/s/ Xxxxx Xxxxx
Accepted and agreed:
IGG INTERNATIONAL, INC.
BY: /s/ Xxxxxxx Xxxxxx, President
