NON-DISCLOSURE AGREEMENT
EXHIBIT
10.11
Agreement
dated this 17th
day of
July, 2007 by and between DOT VN, Inc., a Delaware corporation with its
principal office located at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx
00000,
(“Company”),
and
Xxxx Xxxxxxx, (“Consultant”),
referred to herein individually as a “Party” or collectively as “the
Parties”.
Recitals
WHEREAS,
The Company is the exclusive and official provider of Internet and
telecommunications services for Vietnam, marketing a variety of services focused
on doing business in, with, and concerning Vietnam, hereinafter referred to
as
the “Business”.
WHEREAS,
The Company has created, received or developed Proprietary Information including
proprietary and unique marketing techniques software, .VN ccTLD technologies,
website designs, and other intellectual properties that have actual or potential
value or other utility to those engaged in or contemplating entering Vietnamese
markets.
WHEREAS,
The Company has an interest in protecting its Proprietary Information to the
fullest extent permitted by law.
WHEREAS,
Consultant will necessarily have access to Company’s Proprietary Information in
the course of his contacts with the Company.
NOW
THEREFORE, in contemplation of the foregoing, and for consideration, the receipt
and sufficiency of which is hereby acknowledged to, the Parties agree as
follows:
Agreement
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1.
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Special
Definitions.
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1.1.
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“Affiliated
Entities” shall
mean all companies or organizations now or hereafter associated with
Company, including, but not limited to Hi-Tek, Inc., Hi-Tek Multimedia,
Inc. and Xxxxxxxx.xxx.xx.
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1.2.
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“Consultant”
shall
mean all Consultants, independent contractors and consultants of
the
Company.
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2.
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Consulting
Relationship.
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2.1.
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Consulting
Relationship.
In connection with Consultant’s continuing relationship with the Company;
and (iii) receipt of two thousand shares (2,000) of the Company’s common
stock (the “Stock
Grant”)
granted to Consultant by the Company, Consultant agrees to be bound
by the
terms set forth in this Agreement. Any employment or consulting
relationship between the Company and Consultant, whether commenced
prior
to or upon the date of this Agreement, shall be referred to herein
as the
“Relationship.”
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2.2.
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Business
Opportunities. Consultant
shall promptly disclose to the Company all business opportunities
that may
be beneficial to the Company’s actual business or to Company’s reasonably
anticipated business expansion, and shall not usurp, circumvent nor
otherwise take advantage of any such business opportunity without
first
offering such opportunity to the Company, and;
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2.3.
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Non-Circumvention.
Consultant agrees that he or she shall not take, nor permit another,
to take any action, with the purpose or intent of circumventing or
avoiding the terms of this agreement.
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3.
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PROPRIETARY
INFORMATION.
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3.1.
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Company
Information.
Consultant agrees at all times during the term of their Relationship
with
the Company and thereafter, to hold in strictest confidence, and
not to
use, except for the benefit of the Company, or to disclose to any
person,
family member or relation, firm, corporation or other entity without
written authorization of the Board of Directors of the Company, any
Proprietary Information of the Company or Affiliated Entities which
Consultant obtains or creates. Consultant further agrees not to make
copies of such Proprietary Information except as authorized by the
Company. Consultant understands that "Proprietary
Information"
means any Company or Affiliated Entities proprietary information
pertaining to any aspects of the Company or Affiliated Entities’ business
which is either information not known by actual or potential competitors
of the Company or Affiliated Entities or is proprietary information
of the
Company or Affiliated Entities, whether of a technical nature or
otherwise, technical, data, trade secrets or know how, research,
product
plans, products, services, suppliers, customer lists and customers
with
whom Consultant became acquainted during the Relationship), prices
and
costs, markets, software, developments, inventions, laboratory notebooks,
processes, formulas, technology, designs, drawings, engineering,
hardware
configuration information, marketing, licenses, finances, budgets
or other
business information disclosed to Consultant by the Company or Affiliated
Entities either directly or indirectly in writing, orally or by drawings
or observation of parts or equipment or created by Consultant during
the
period of the Relationship, whether or not during working hours.
Consultant understands that Proprietary Information does not include
any
items which have become publicly and widely known and made generally
available through no wrongful act of Consultant’s or of others who were
under confidentiality obligations as to the item or items
involved.
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3.2.
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Third
Party Information.
Consultant recognizes that the Company or Affiliated Entities has
received
and in the future will receive from third parties their Proprietary
or
proprietary information subject to a duty on the Company or Affiliated
Entities’ part to maintain the confidentiality of such information and to
use it only for certain limited purposes. Consultant agree to hold
all
such Proprietary or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use
it
except as necessary in carrying out Consultant’s work for the Company
consistent with the Company or Affiliated Entities agreement with
such
third party.
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3.3.
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Value
of Proprietary Information.
Consultant acknowledges that its Proprietary Information is of
immeasurable value and importance to Company, and that improper use
of
such information will items, may, among other things, damage Company’s
reputation, goodwill and result in loss of its current or prospective
customers.
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3.4.
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Procedures.
Consultant
will at all times follow all procedures Company has or in the future
may
implement regarding Company’s Proprietary Information, and shall:
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| 3.4.1. |
Securely
store all Proprietary Information in the place and manner directed
by
Company.
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Refrain
from taking or removing Proprietary Information from Company’s place of
business without Company’s prior
consent.
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| 3.4.3. |
Not
use or disclose any such information to anyone, directly or indirectly,
except (i) to the extent necessary to carry out his or her duties
as
Consultant; and (ii) to the extent required by law or in legal
proceedings.
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| 3.4.4. |
Unless
otherwise instructed in writing, immediately upon termination of
this
agreement in any manner, return all Proprietary Information together
with
all copies, or reproductions or other media containing such information.
Consultant shall provide a written certification signed under penalty
of
perjury affirming Consultant’s full compliance of all obligations under
this section on separation from consultancy.
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| 3.4.5. |
Sign
any supplemental or separate agreement that the Company may in the
future
require, in its sole discretion, to the extent allowed by law, the
terms
of which shall be additional terms of consultancy which are incorporated
into this Agreement by this reference.
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4.
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Returning
Company Documents.
Consultant agrees that, at the time of termination of Consultant’s
Relationship with the Company, Consultant will deliver to the Company
(and
will not keep in Consultant’s possession, recreate or deliver to anyone
else) any and all devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
laboratory notebooks, materials, flow charts, equipment, other documents
or property, or reproductions of any aforementioned items developed
by
Consultant pursuant to the Relationship or otherwise belonging to
the
Company, its successors, designees or assigns. Consultant further
agrees
that to any property situated on the Company's premises and owned
by the
Company, including disks and other storage media, filing cabinets
or other
work areas, is subject to inspection by Company personnel at any
time with
or without notice.
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5.
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General
Provisions.
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5.1.
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Relationship
of the Parties. Neither
this Agreement nor the dealings of the Parties pursuant to this Agreement
shall create, constitute and will not be construed as constituting
a
partnership, or joint venture relationship, and Consultant does not
have
the power or authority or right to obligate or bind Company in any
manner
whatsoever, except as expressly provided
herein.
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5.2.
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Further
Assurances. Consultant
agrees to execute promptly provide any proper oath or verify any
proper
document required to carry out the terms of this Agreement upon the
Company's written request to do so.
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5.3.
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Conflicts.
Consultant
represents that Consultant’s performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary
information acquired by Consultant in confidence or in trust prior
to
commencement of Consultant’s Relationship with the Company. Consultant has
not entered into, and Consultant agrees Consultant will not enter
into,
any oral or written agreement in conflict with any of the provisions
of
this Agreement.
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5.4.
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No
Waiver.
No failure by Company to insist upon the strict performance of any
covenant, agreement, term, or condition of this Agreement or to exercise
the right or remedy consequent upon a breach thereof shall constitute
a
waiver of any such breach or of any such covenant, agreement, term,
or
condition. No waiver of any breach shall affect or alter this Agreement,
but each and every term of this Agreement shall continue in full
force and
effect with respect to any other then existing or subsequent breach.
A
term or condition of this agreement can be waived or modified by
the
written consent of both Parties. Forbearance or indulgence by Company
does
not constitute a waiver of the term condition to be performed, and
Company
may invoke any remedy available under the Agreement or by law despite
the
forbearance or indulgence.
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5.5.
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Invalidity.
If any provision of this Agreement is declared or found to be illegal,
unenforceable, or void, in whole or in part, then the Parties will
be
relieved of all obligations arising under such provision, but only
to the
extent that it is illegal, unenforceable, or void, it being the intent
and
agreement of the Parties that this Agreement be deemed amended by
modifying such provision to the extent necessary to make it legal
and
enforceable while preserving its intent or, if that is not possible,
by
substituting therefor another provision that is legal and enforceable
and
achieves the same objectives.
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5.6.
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Captions.
The captions used in this Agreement are for reference only and have
no
legal effect. Masculine and/or feminine pronouns shall be substituted
for
the neuter form and/or vice versa, and the plural for the singular
form
and/or vice verse, in any place or places herein in which the context
requires such substitute or
substitutes.
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5.7.
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Integration.
This Agreement, together with any document, procedure, or policy
that
accompanies this Agreement or that Company may incorporate into this
agreement, memorializes and constitutes the final integrated expression
and the complete and exclusive statement of the Agreement and
understanding between the Parties and it supersedes and replaces
all prior
negotiations, proposed agreements, and agreements whether written
or
unwritten.
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5.8.
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Recitals.
Any recitals to this agreement are binding and conclusive as to the
factual matters therein, as to both
Parties.
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IN
WITNESS WHEREOF,
this
Agreement has been executed by each of the Parties on the effective date set
forth above.
| By: /s/ Xxx Xxxxxxx | |||
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Its: President |
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| Consultant: | |||
| /s/ Xxxx Xxxxxxx | |||
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Signature
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