CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
CONFIDENTIAL
INFORMATION AND
INVENTION
ASSIGNMENT AGREEMENT
This
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (the "Agreement"),
dated
as of October 20, 2006, is made between Bloodhound Search Technologies, Inc.,
a
Nevada corporation with an office currently at 00000 Xxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxx 00000 (the "Company"),
and
the undersigned employee.
In
consideration of my employment with the Company, the receipt of confidential
information while associated with the Company, and other good and valuable
consideration, I, the undersigned individual, agree that:
1.
Term
of Agreement.
This
Agreement shall continue in full force and effect for the duration of my
employment by the Company (the "Period
of Employment")
and
shall continue thereafter until terminated through a written instrument signed
by both parties.
2.
Confidentiality.
(a) Definitions.
For
purposes of this Agreement, "Confidential
Information"
shall
mean any information relating to the business, operations, affairs, technology,
development, assets or condition (financial or otherwise) of the Company which
is not generally known by non-company personnel, or is proprietary or in any
way
constitutes a trade secret (regardless of the medium in which information is
maintained or whether it is identified as confidential by the Company) which
I
develop or which I obtain knowledge of or access to through or as a result
of
the my relationship with the Company. Confidential Information specifically
includes, without limitation, business and marketing plans, financings, cost
and
pricing information, financing and potential financing sources of the Company,
supplier information, all source code, system and user documentation, and other
technical documentation pertaining to the hardware and software programs of
the
Company, including any proposed design and specifications for future products
and products in development, and all other technical and business information
considered confidential by the Company. Confidential Information shall not
include any information that is generally publicly available or otherwise in
the
public domain other than as a result of a breach by me of my obligations
hereunder.
(b)
Existence
of Confidential Information.
The
Company owns and has developed and compiled, and will develop and compile,
certain trade secrets, proprietary techniques, codes, technologies and other
Confidential Information which have great value to its business. This
Confidential Information includes not only information disclosed by the Company
to me, but also information developed or learned by me during the course of
my
employment with the Company.
(c)
Protection
of Confidential Information.
I will
not, directly or indirectly, use, make available, sell, disclose or otherwise
communicate to any third party, other than in my assigned duties and for the
benefit of the Company, any of the Company's Confidential Information, either
during or after my employment with the Company. I agree not to publish, disclose
or otherwise disseminate such information without prior written approval of
the
President of the Company.
(d)
Delivery
of Confidential Information.
Upon
request or when my employment with the Company terminates, I will immediately
deliver to the Company all copies of any and all materials and writings received
from, created for, or belonging to the Company including, but not limited to,
those which relate to or contain Confidential Information.
(e)
Prior
Actions and Knowledge.
I
represent and warrant that from the time of my first contact with the Company
I
held in strict confidence all Confidential Information and have not disclosed
any Confidential Information, directly or indirectly, to anyone outside the
Company, or used, copied, published, or summarized any Confidential Information,
except to the extent otherwise permitted in this Agreement and in the Executive
Employment Agreement between the parties herein.
3.
Proprietary
Rights, Inventions and New Ideas.
(a)
Definition.
The
term "Subject
Ideas or Inventions"
includes any and all ideas, processes, trademarks, service marks, inventions,
designs, technologies, computer hardware or software, original works of
authorship, formulas, discoveries, patents, copyrights, copyrightable works,
products, marketing and business ideas, and all improvements, know-how, data,
rights, and claims related to the foregoing that, whether or not patentable,
which are conceived, developed or created which: (i) relate to the Company's
current or contemplated business or activities; (ii) relate to the Company's
actual or demonstrably anticipated research or development; (iii) result from
any work performed by me for the Company; (iv) involve the use of the Company's
equipment, supplies, facilities or trade secrets; (v) result from or are
suggested by any work done by the Company or at the Company's request, or any
projects specifically assigned to me; or (vi) result from my access to any
of
the Company's memoranda, notes, records, drawings, sketches, models, maps,
customer lists, research results, data, formulae, specifications, inventions,
processes, equipment or other materials (collectively, "Company
Materials").
(b)
Company
Ownership.
All
right, title and interest in and to all Subject Ideas and Inventions, including
but not limited to all registrable and patent rights which may subsist therein,
shall be held and owned solely by the Company, and where applicable, all Subject
Ideas and Inventions shall be considered works made for hire. I shall xxxx
all
Subject Ideas and Inventions with the Company's copyright or other proprietary
notice as directed by the Company and shall take all actions deemed necessary
by
the Company to protect the Company's rights therein. In the event that the
Subject Ideas and Inventions shall be deemed not to constitute works made for
hire, or in the event that I should otherwise, by operation of law, be deemed
to
retain any rights (whether moral rights or otherwise) to any Subject Ideas
and
Inventions, I agree to assign to the Company, without further consideration,
my
entire right, title and interest in and to each and every such Subject Idea
and
Invention.
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(c)
Maintenance
of Records.
I agree
to disclose promptly to the Company full details of any and all Subject Ideas
and Inventions. I agree to keep and maintain adequate and current written
records of all Subject Ideas and Inventions and their development made by me
(solely or jointly with others) during the term of my employment with the
Company. These records will be in the form of notes, sketches, drawings, and
any
other format that may be specified by the Company. These records will be
available to and remain the sole property of the Company at all
times.
(d)
Determination
of Subject Ideas and Inventions.
I
further agree that all information and records pertaining to any idea, process,
trademark, service xxxx, invention, technology, computer hardware or software,
data, code, original work of authorship, design, formula, discovery, patent,
copyright, product, and all improvements, know-how, rights, and claims related
to the foregoing ("Intellectual
Property"),
that
I do not believe to be a Subject Idea or Invention, but that is conceived,
developed, or reduced to practice by the Company (alone by me or with others)
during the Period of Employment and for one (1) year thereafter, shall be
disclosed promptly by me to the Company (such disclosure to be received in
confidence). The Company shall examine such information to determine if in
fact
the Intellectual Property is a Subject Idea or Invention subject to this
Agreement.
(e)
Obligation
to Keep the Company Informed.
During
the period of my engagement and for six (6) months after termination of my
engagement by the Company, I shall promptly disclose to the Company fully and
in
writing all Inventions authored, conceived or reduced to practice by me, either
alone or jointly with others. In addition, I shall promptly disclose to the
Company all patent applications filed by me or on my behalf within a year after
termination of my engagement by the Company.
(f)
Access.
Because
of the difficulty of establishing when any Subject Ideas or Inventions are
first
conceived by me, or whether they result from my access to Confidential
Information or Company Materials, I agree that any Subject Idea and Invention
shall, among other circumstances, be deemed to have resulted from my access
to
Company Materials if: (i) it grew out of or resulted from my work with the
Company or is related to the business of the Company, and (ii) it is made,
used,
sold, exploited or reduced to practice, or an application for patent, trademark,
copyright or other proprietary protection is filed thereon, by me or with my
significant aid, within one (1) year after termination of the Period of
Employment.
(g)
Assistance.
I
further agree to assist the Company in every proper way (but at the Company's
expense) to obtain and from time to time enforce patents, copyrights or other
rights or registrations on said Subject Ideas and Inventions in any and all
countries, and to that end will execute all documents necessary: (i) to apply
for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection
in
any country throughout the world and when so obtained or vested to renew and
restore the same; and (ii) to defend any opposition proceedings in respect
of
such applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous protection;
and (iii) to cooperate with the Company (but at the Company's expense) in any
enforcement or infringement proceeding on such letters patent, copyright or
other analogous protection.
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(h)
Authorization
to Company.
In the
event the Company is unable, after reasonable effort, to secure my signature
on
any patent, copyright or other analogous protection relating to a Subject Idea
and Invention, whether because of my physical or mental incapacity or for any
other reason whatsoever, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney-in-fact,
to
act for and on my behalf and stead to execute and file any such application,
applications or other documents and to do all other lawfully permitted acts
to
further the prosecution, issuance, and enforcement of letters patent, copyright
or other analogous rights or protections thereon with the same legal force
and
effect as if executed by me. My obligation to assist the Company in obtaining
and enforcing patents and copyrights for Subject Ideas and Inventions in any
and
all countries shall continue beyond the termination of my relationship with
the
Company, but the Company shall compensate me at a reasonable rate after such
termination for time actually spent by me at the Company's request on such
assistance.
(i)
Existing
Ideas.
I
acknowledge that there are no currently existing ideas, processes, inventions,
discoveries, marketing or business ideas or improvements which I desire to
exclude from the operation of this Agreement. To the best of my knowledge,
there
is no other contract to assign inventions, trademarks, copyrights, ideas,
processes, discoveries or other intellectual property that is now in existence
between me and any other person (including any business or governmental
entity).
4.
Termination
Obligations.
(a)
Upon
the
termination of my relationship with the Company or promptly upon the Company's
request, I shall surrender to the Company all equipment, tangible Confidential
Information, documents, books, notebooks, records, reports, notes, memoranda,
drawings, sketches, models, maps, contracts, lists, computer disks (and other
computer-generated files and data), any other data and records of any kind,
and
copies thereof, created on any medium and furnished to, obtained by, or prepared
by myself in the course of or incident to my employment, that are in my
possession or under my control.
(b)
Following
any termination of the Period of Employment, I will fully cooperate with the
Company in all matters relating to my continuing obligations under this
Agreement.
(c)
In
the
event that I leave the employ of the Company I hereby grant consent to
notification by the Company to my new employer about my rights and obligations
under this Agreement.
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(d)
Upon
termination of the Period of Employment, I will execute a Certificate
acknowledging compliance with this Agreement in the form reasonably provided
by
the Company.
5.
Injunctive
Relief.
I
acknowledge that my failure to carry out any obligation under this Agreement,
or
a breach or threatened breach by me of any provision herein, will constitute
immediate and irreparable damage to the Company, which cannot be fully and
adequately compensated in money damages and which will warrant preliminary
and
other injunctive relief, an order for specific performance, and other equitable
relief. I further agree that no bond or other security shall be required in
obtaining such equitable relief and I hereby consent to the issuance of such
injunction and to the ordering of specific performance. I also understand that
other action may be taken and remedies enforced against me.
6.
General
Provisions.
(a)
Modification;
Non-waiver.
No
modification of this Agreement shall be valid unless made in writing and signed
by both parties. The failure of either the Company or me, whether purposeful
or
otherwise, to exercise in any instance any right, power or privilege under
this
Agreement or under law shall not constitute a waiver of any other right, power
or privilege, nor of the same right, power or privilege in any other instance.
Any waiver by the Company or by me must be in writing and signed by either
myself, if I am seeking to waive any of my rights under this Agreement, or
by an
officer of the Company (other than me) or some other person duly authorized
by
the Company.
(b)
Binding
Effect.
This
Agreement shall be binding upon me, my heirs, executors, assigns and
administrators and is for the benefit of the Company and its successors and
assigns.
(c) Governing
Law.
This
Agreement shall be construed in accordance with, and all actions arising under
or in connection therewith shall be governed by, the internal laws of the State
of Nevada (without reference to conflict of law principles).
(d)
Entire
Agreement.
This
Agreement sets forth the parties' mutual rights and obligations with respect
to
the subject matter of this Agreement. It is intended to be the final, complete,
and exclusive statement of the terms of the parties' agreements regarding these
subjects. This Agreement supersedes all other prior and contemporaneous
agreements and statements on these subjects, and it may not be contradicted
by
evidence of any prior or contemporaneous statements or agreements.
(e)
Attorneys'
Fees.
Should
the Company, or any successor or assign of the Company, resort to legal
proceedings to enforce this Agreement, the Company in such legal proceeding
shall be awarded, in addition to such other relief as may be granted, attorneys'
fees and costs incurred in connection with such proceeding.
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(g)
Severability;
Rights Cumulative.
If any
term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid,
unenforceable or void, the remainder of this Agreement and such term, provision,
covenant or condition as applied to other persons, places and circumstances
shall remain in full force and effect. The rights and remedies provided by
this
Agreement are cumulative, and the exercise of any right or remedy by either
the
Company or me (or by that party's successor), whether pursuant hereto, to any
other agreement, or to law, shall not preclude or waive that party's right
to
exercise any or all other rights and remedies. This Agreement will inure to
the
benefit of the Company and its successors and assigns.
(h)
Notices.
Any
notice, request, consent or approval required or permitted to be given under
this Agreement or pursuant to law shall be sufficient if it is in writing,
and
if and when it is hand delivered or sent by regular mail, with postage prepaid,
to my residence (as noted in the Company's records), or to the Company's
principal office, as the case may be.
(i)
Assignment.
This
Agreement may not be assigned without the Company's prior written
consent.
(j)
Employee
Acknowledgment.
I
acknowledge that I have had the opportunity to consult legal counsel in regard
to this Agreement, that I have read and understand this Agreement, that I am
fully aware of its legal effect, and that I have entered into it freely and
voluntarily and based on my own judgment and not on any representations or
promises other than those contained in this Agreement.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set
forth below.
CAUTION:
THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS THE EMPLOYEE'S
RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THE EMPLOYEE MAY DEVELOP
DURING HIS EMPLOYMENT.
| Dated: October 20, 2006 | ||
| EMPLOYEE: | ||
| |
|
|
| By: | /s/ Xxxxx Xxxx Xxxxxxxx | |
|
Name: Xxxxx Xxxx Xxxxxxxx |
||
| COMPANY: | ||
| BLOODHOUND SEARCH TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxx | |
|
Name: Xxxxx Xxxxxxxx |
||
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