PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Exhibit
10.2
This
PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT (this “Agreement”), between Nature Vision,
Inc., a Minnesota corporation (the “Company”), and the
undersigned employee (the “Employee”).
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1.
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Purpose
of Agreement. Company and Employee recognize the
importance to Company of obtaining Employee’s loyalty and protecting
Company’s rights with respect to its business information and
inventions. Accordingly, Employee has entered into this
Agreement in consideration of continuing employment with Company
and the
benefits associated with that employment and in consideration of
being
given access to Company’s confidential
information.
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2.
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Confidential
Information.
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2.1
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Definition. “Confidential
Information” means any information that Employee learns or
develops during the course of employment that derives independent
economic
value from being not generally known or readily ascertainable by
other
persons who could obtain economic value from its disclosure or
use, or any
information that Company reasonably believes to be Confidential
Information. It includes, but is not limited to, trade secrets,
customer lists, financial information, business plans and may relate
to
such matters as research and development, operations, manufacturing
processes, management systems and techniques or sales and
marketing.
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2.2
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Protection
of Confidential Information. Employee will not
directly or indirectly use or disclose any Confidential Information
for
the benefit of anyone other than Company either during the course
of
Employee’s position, or at any time after Employee ceases to be employed
with Company. Employee recognizes that the Confidential
Information constitutes a valuable asset of Company and will act
in such a
manner as to prevent its disclosure and use by any person unless
such use
is for the benefit of Company. Employee’s obligations under
this paragraph are unconditional and will not be excused by any
conduct on
the part of Company, except prior voluntary disclosure by Company
of the
information. When Employee’s employment with Company ends,
Employee will promptly turn over to Company all notes, forms,
correspondence, memoranda, notebooks, records, files, tapes, manuals,
and
all other items that disclose, describe, or embody Confidential
Information, including all copies, reproductions, products and
specimens,
regardless of who prepared them.
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3.
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Inventions.
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3.1
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Definition. “Inventions”
means any inventions, trade secrets, ideas or original
works of
authorship that Employee conceives, develops, discovers or makes
in whole
or in part during Employee’s employment that relate to Company’s business
or Company’s actual or demonstrably anticipated research or development,
or that are made through the use of any of Company’s equipment,
facilities, supplies, trade secrets or time, or that result from
any work
Employee performs for Company.
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3.2
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Ownership
of Inventions. Company will own all right, title, and
interest, including patent rights, copyrights, trade secret rights
and all
other intellectual property rights of any sort, throughout the
world
related to all Inventions. Employee will promptly disclose to
Company in writing all Inventions. To the maximum extent
permitted by law, all Inventions are deemed “works made for hire” under
the United States Copyright Act and Company is deemed the author
of any
Inventions. To the extent any Inventions are determined not to
constitute “works made for hire,” Employee assigns and transfers to
Company all right, title and interest in the
Inventions. Employee warrants that any Invention submitted to
Company by Employee will be original and will not violate any proprietary
or intellectual property right of another person. Employee
waives all moral rights to each Invention, including without limitation,
all rights of identification and authorship and all rights of approval,
restriction or limitation, use and/or subsequent
modifications.
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3.3
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Employee
Assistance. Employee will, at Company’s expense,
assist Company to perfect, protect, and use its rights to Inventions,
including without limitation, transferring Employee’s entire right, title
and interest in Inventions and enabling Company to obtain patent,
copyright or trademark protection for Inventions anywhere in the
world.
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3.4
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Continuing
Obligation. The obligations of Employee under this
Section 3 continue beyond the termination of Employee’s
employment.
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3.5
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Exceptions. This
Agreement does not apply to Inventions for which no equipment,
supplies,
facility or trade secret information of Company was used and which
was
developed entirely on Employee’s own time, and (a) which does not relate:
(i) directly to the business of Company or (ii) to Company’s actual or
demonstrably anticipated research or development; or (b) which
does not
result from any work performed by Employee for
Company.
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4.
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No
Prior Breach. Employee represents that Employee’s
performance of all the terms of this Agreement and of Employee’s duties as
an employee of Company will not breach any invention assignment,
proprietary information or similar agreement with any former employer
or
other party. Employee represents that Employee will not bring
to Company any documents or materials of a former employer that
are not
generally available to the public or have not been legally transferred
to
Company.
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5.
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Remedies
for Breach of Agreement. Employee recognizes that if
Employee violates any portion of this Agreement, irreparable damage
will
result to Company. As a result, in the event of any actual or
threatened breach by Employee, Company is entitled to all rights
and
remedies available at law and in equity, including without limitation
the
right to obtain damages for the actual or threatened breach and
the right
to obtain an injunction to restrain the violation of this Agreement
by
Employee or by any other person. Employee will pay all of
Company’s attorneys’ fees and costs in any action to enforce the terms of
this Agreement in which Company substantially
prevails.
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6.
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At
Will Employment. This Agreement does not in any way
alter the fact that Employee’s employment with Company is at will and may
be terminated at any time by Company or Employee, for any or no
reason,
and with or without notice .
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7.
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General. The
provisions above survive the expiration or termination of this
Agreement
or any renewal of the term of this Agreement. No amendment to
this Agreement or waiver of the rights or obligations of either
party is
effective unless in writing signed by the parties. This Agreement
is
governed by the laws of the State of Minnesota without regard to
conflicts
of laws principles. The venue for any action hereunder is the
State of Minnesota, whether or not such venue is or subsequently
becomes
inconvenient, and the parties consent to the jurisdiction of the
courts of
the State of Minnesota, County of Hennepin, and the U.S. District
Court,
District of Minnesota. If any provision of this Agreement is
held invalid or unenforceable by any court of competent jurisdiction,
the
other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force
and effect
to the extent not held invalid or unenforceable. This Agreement
contains the entire agreement and understanding of the parties
concerning
the subject matter of this Agreement. This Agreement may be
signed by facsimile and in
counterparts.
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The
parties have executed this
Agreement as of the date first written above.
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COMPANY:
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EMPLOYEE:
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By:
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/s/
Xxxxxxx X. Xxxxxx
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/s/
Xxxxx Xxxxxxx
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Its:
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Chief
Executive Officer
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Signature
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Xxxxx
Xxxxxxx
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Printed
Name
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Dated:
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November
26, 2007
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Dated:
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November
26, 2007
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