Exhibit 10.20
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SEPARATION AGREEMENT
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Agreement dated as of May 3, 1999 (the "Effective Date") is by and between
CMGI, INC. ("CMG"), its successors, assigns, officers, directors, stockholders,
agents, employees, subsidiaries and affiliates (hereinafter collectively
referred to as the "Company" which term shall include Engage Technologies, Inc.
("Engage"), CMGI, Inc. and all other companies and entities controlled by CMGI,
Inc.) And XXXXX XXXXX, his executors, heirs, administrators, and assigns
(hereinafter collectively referred to as "Xx. Xxxxx"). In consideration of the
mutual covenants contained herein, the parties agree as follows:
Duties and Responsibilities. Xx. Xxxxx hereby assigns as an employee of
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Engage and relinquishes all related duties and responsibilities effective as of
the close of business on the Effective Date.
1. Compensation. The Compensation will continue to pay Xx. Xxxxx'
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current annual salary ($130,000), less legally required and voluntarily
authorized deductions, in accordance with regular Company practice, through the
Effective Date without deduction or set-off on account of earnings from other
employment. Xx. Xxxxx acknowledges that he has received full payment of any
unused accrued vacation pay to which he is entitled. Following the close of
business on the Effective Date, Xx. Xxxxx' employee relationship with the
company shall cease. The date after the effective Date, Xx. Xxxxx will become a
non-employee independent contractor for Engage under the terms and conditions of
the Consulting, Inventions and Nondisclosure Agreement attached hereto as
Exhibit A.
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2. Benefits.
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a. Group Health and Dental Coverage. Following the Effective Date,
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Xx. Xxxxx may continue receiving group health and dental coverage as provided by
state and federal laws the cost of which will be paid for by Xx. Xxxxx.
Eligibility to continue this insurance stops upon the termination of any period
allowed by law, or upon Xx. Xxxxx becoming eligible for any other group health
and/or dental insurance plan provided by a new employer, whichever is sooner.
Xx. Xxxxx agrees to notify the Company promptly when he is covered by another
plan.
b. 401(K) Plan. Xx. Xxxxx shall be entitled to the vested value of
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his retirement account in the Company's 401(K) Plan subject to the terms of the
Plan, the interests of his spouse and the requirements of applicable law.
c. Stock Options. Notwithstanding anything to the contrary, upon
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execution of this Agreement, Xx. Xxxxx acknowledges that his right to exercise
any
or all stock options he holds with respect to Engage's 1995 Equity Incentive
Plan shall expire thirty (30) days from the Effective Date.
d. Cessation of Benefits. Unless otherwise provided for expressly
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in this Agreement, all other benefits will cease as of the Effective Date,
including without limitation the accrual of vacation time.
3. Return of Property. Xx. Xxxxx shall return all papers, files,
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documents, computers, reference guides, equipment, keys, identification, credit
cards, software, computer access codes, disks and institutional manuals, or
other property belonging to the Company on or before the Effective Date of this
Agreement. Xx. Xxxxx shall not retain any copies, duplicates, reproductions or
excerpts thereof. Notwithstanding the foregoing, Xx. Xxxxx shall be entitled to
retain so long as he remains a director of Engage any such materials as are
required to discharge of his duties as a director.
4. Non-Disclosure of Confidential Information. Xx. Xxxxx acknowledges
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that during the course of his employment with the Company he has become
acquainted with and/or developed confidential information belonging to the
Company and its customers. Xx. Xxxxx agrees not to use to his own advantage or
to disclose to any person or entity any confidential information of the Company
or of any past or present customer of the Company, including but not limited to
financial data or projections, customer lists, projects, economic information,
systems, plans, methods, procedures, operations, techniques, know-how, trade
secrets or merchandising or marketing strategies. In addition to the foregoing
but subject to Section 6 of the attached Consulting, Invention and Non-
Disclosure Agreement between the parties, dated the date hereof, Xx. Xxxxx shall
continue to be bound by the terms of the Non-Disclosure, Non-Competition and
Developments Agreement which he executed on April 8, 1998, regarding, among
other things, inventions, intellectual property, proprietary information and an
agreement not to compete with the Company for two years.
5. Escrow Agreement. Xx. Xxxxx states and represents that Xx. Xxxxx
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understands that, for purposes of the Employee Stockholder Escrow Agreement (the
"Escrow Agreement"), dated as of April 8, 1998 by and among CMG, Xxx X. Xxxx as
the Stockholder Representative, and State Street Bank and Trust Company, as the
Escrow Agent, the CMG Board of Directors approves and consents to Xx. Xxxxx'
resignation as an employee of the Company conditioned upon Xx. Xxxxx executing
this Agreement. Xx. Xxxxx acknowledges that the consent of the CMG Board of
Directors benefits Xx. Xxxxx under the terms of the Escrow Agreement and such
consent represents consideration for Xx. Xxxxx' agreement to enter into this
Agreement.
6. General Release. In consideration of the benefits set forth in this
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Agreement, Xx. Xxxxx, for himself, his executors, heirs, administrators,
assigns, and
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anyone else claiming by, through or under him, irrevocably and unconditionally
remises, releases, and forever discharges the Company (including all officers,
directors and affiliates thereof and all officers, directors, partners and
affiliates of any subsidiary thereof) from, and with respect to, any and all
debts, demands, actions, causes of action, suits, covenants, contracts, wages,
bonuses, damages and any and all claims, demands liabilities, and expenses
(including attorneys' fees and costs) whatsoever of any name or nature both in
law and in equity ("Claims") which Xx. Xxxxx now has, ever had or may in the
future have against the Company by reason of any matter, cause or thing which
has happened, developed or occurred before the signing of this Agreement,
including, but not limited to, any and all suits in tort or contract, and any
Claims or suits relating to the breach of an oral or written contract,
misrepresentation, defamation, and interference with prospective economic
advantage, interference with contract, intentional and negligent infliction of
emotional distress, negligence, breach of the covenant of good faith and fair
dealing, and Claims arising out of, based on, or connected with his employment
by the Company and the termination of that employment as set forth in this
Agreement, including any causes of action or Claims for unlawful employment
discrimination arising under or based on Title VII of the Civil Rights Act of
1964, as amended; the Employee Retirement Income Security Act of 1974, as
amended; the Rehabilitation Act of 1973, as amended; the Americans with
Disabilities Act; the Occupational Safety and Health Act of 1970, as amended;
the National Labor Relations Act of 1935, as amended; the Fair Labor Standards
Act of 1938, as amended; the Family and Medical Leave Act of 1993, as amended;
the Age Discrimination in Employment Act, as amended; Section 1981 of the Civil
Rights Act of 1866; the Equal Pay Act of 1963; Section 1985 of the Civil Rights
Act of 1871; the Massachusetts Fair Employment Practices Act; the Massachusetts
Civil Rights Act; the Massachusetts Equal Rights Law and any other state or
federal equal employment opportunity law, public policy, order, or regulation
affecting or relating to the Claims or rights of employees, which Xx. Xxxxx ever
had, now has, or claims to have against the Company (including all officers,
directors and affiliates thereof and all officers, directors, partners and
affiliates of any subsidiary thereof). Xx. Xxxxx further agrees not to institute
any charge, complaint, or lawsuit to challenge the validity of this Agreement or
the circumstances surrounding its execution. It is expressly agreed and
understood that the release contained herein is a GENERAL RELEASE. In addition,
and not in limitation of the foregoing, Xx. Xxxxx hereby forever releases and
discharges the Company from any liability or obligation to reinstate or reemploy
Xx. Xxxxx in any capacity. Notwithstanding the foregoing, this release shall not
apply to events occurring after the date hereof.
7. Covenant Not to Xxx. Xx. Xxxxx represents and warrants that he has
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not filed any complaints, charges, or claims for relief against the Company with
any local, state or federal court or administrative agency. Xx. Xxxxx further
agrees and covenants not to xxx or bring any claims or charges against the
Company with respect to any matters arising out of or relating to his employment
with or separation
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from the Company, including the validity of sections 6, 7 and 8 of this
Agreement.
8. Nonadmissions Clause. It is understood and agreed that this Agreement
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does not constitute any admission by the Company that any action taken with
respect to Xx. Xxxxx was unlawful or wrongful, or that such action constituted a
breach of contract or violated any federal or state law, policy, rule or
regulation.
9. Confidentiality of this Agreement. Both the Company and Xx. Xxxxx
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agree that both will keep the background, negotiations, and terms of this
Agreement strictly confidential and not disclose, directly or indirectly, any
information concerning them to any third party, with the exception of Xx. Xxxxx'
spouse and either party's financial or legal advisors, provided that they agree
to keep such information confidential and not disclose it to others.
10. Non-Disparagement. Xx. Xxxxx agrees that he will not disparage or
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make negative statements about the Company or any of its officers, trustees,
agents, employees, successors and assigns. The Company agrees that it will not
disparage or make negative statements about Xx. Xxxxx. This Agreement in no way
restricts or prevents the Company from providing truthful responses to reference
checks on Xx. Xxxxx or truthful testimony concerning Xx. Xxxxx as required by
court order or other legal process.
11. Breach. Xx. Xxxxx agrees that the compensation and benefits contained
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in this Agreement and which flow to him from the Company are subject to
termination, reduction or cancellation in the event that he materially breaches
this Agreement.
Xx. Xxxxx acknowledges that in exchange for entering into this Agreement he
has received good and valuable consideration in excess of that to which he would
otherwise have been entitled in the absence of this Agreement. This
consideration includes, but is not limited to, the Company's hiring Xx. Xxxxx as
a contractor and the consent referred to in Section 6. Xx. Xxxxx further
acknowledges the sufficiency of that consideration.
Xx. Xxxxx acknowledges that he has carefully read this Agreement,
voluntarily agrees to all of its terms and conditions, understands its contents
and the final and binding effect of this Agreement, and signs the same as his
own free act with the full intent of releasing the Company from all claims.
12. Severability. If any of the terms of this Agreement shall be held to
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be invalid and unenforceable, the remaining terms of this Agreement are
severable and shall not be affected thereby.
13. Entire Agreement. This Agreement and the Consulting, Invention and
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Non-Disclosure Agreement dated the date hereof constitute the entire agreement
between the parties about or relating to Xx. Xxxxx' termination of employment
from the Company, or the Company's obligations to him with respect to his
termination and fully supersedes any and all prior agreements or understandings
between the parties. The terms of this Agreement are contractual in nature and
not a mere recital, and they shall take effect as a sealed document. This
Agreement shall be governed by the laws of the Commonwealth of Massachusetts,
without regard to conflicts of law principles. This Agreement may not be changed
orally, but only by agreement in writing signed by both parties. The parties
attest that no other representations were made regarding this Agreement other
than those contained herein.
14. REPRESENTATIONS AND ACKNOWLEDGEMENTS. XX. XXXXX STATES AND REPRESENTS
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THAT XX. XXXXX HAS CAREFULLY READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO
CONSULT WITH AND REVIEW THIS AGREEMENT WITH AN ATTORNEY OR XX. XXXXX' CHOICE,
KNOWS THE CONTENTS HEREOF, UNDERSTANDS THE MEANING, INTENT AND FINAL AND BINDING
EFFECT OF THIS AGREEMENT, FREELY AND VOLUNTARILY ASSENTS TO ALL THE TERMS AND
CONDITIONS HEREOF, AND SIGNS THE SAME AS XX. XXXXX' OWN FREE ACT WITH THE FULL
INTENT OF RELEASING THE COMPANY FROM ALL CLAIMS. XX. XXXXX FURTHER REAFFIRMS
THAT THE ONLY CONSIDERATION FOR SIGNING THIS AGREEMENT IS THE TERMS STATED
HEREIN AND THAT NO OTHER PROMISES OR AGREEMENTS OF ANY KIND HAVE BEEN MADE TO OR
WITH XX. XXXXX BY ANY PERSON OR ENTITY WHATSOEVER TO CAUSE XX. XXXXX TO SIGN
THIS AGREEMENT. XX. XXXXX FURTHER STATES THAT XX. XXXXX UNDERSTANDS THAT THE
GENERAL RELEASE AND THE COVENANT NOT TO XXX CONTAINED IN SECTIONS 6 AND 7 OF
THIS AGREEMENT INCLUDE A RELEASE AND WAIVER OF ANY RIGHTS OR CLAIMS XX. XXXXX
HAS OR MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS
AMENDED. XX. XXXXX ACKNOWLEDGES THAT XX. XXXXX HAS BEEN ADVISED IN WRITING TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT, THAT XX. XXXXX HAS
BEEN GIVEN A PERIOD OF TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER WHETHER OR
NOT TO SIGN THIS AGREEMENT, AND THAT XX. XXXXX HAS BEEN GIVEN A PERIOD OF SEVEN
(7) DAYS FOLLOWING XX. XXXXX' SIGNING OF THIS AGREEMENT IN WHICH TO REVOKE IT,
AND THE AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN (7)
DAY PERIOD HAS EXPIRED.
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Witness the execution hereof under Seal as of the Effective Date.
CMGI, INC.
By: /s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
_______________________________ ______________________________
Witness Witness
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EXHIBIT A
CONSULTING, INVENTION AND NON-DISCLOSURE AGREEMENT
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This Consulting, Invention and Non-Disclosure Agreement ("Agreement") is by and
between Engage Technologies, Inc., with a principal place of business at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Engage") and Xxxxx Xxxxx ("Consultant").
WHEREAS, Engage is engaged in the design, development, reproduction and
distribution of computer software and Internet related products and services;
WHEREAS, Engage desires to engage Consultant to develop, create, test and
deliver certain programming and other materials as works made for hire pursuant
to the Services (as defined below) to be performed by Consultant hereunder, and
Consultant desires to perform such Services as may be required from time to time
by Engage pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants herein contained, and for
other good and valuable consideration, the parties hereto agree as follows:
1. Consultant shall serve as a consultant to Engage with respect to (i) the
assignments described in Schedule A attached hereto and (ii) other assignments
which may be proposed by Engage in writing and accepted by Consultant from time
to time relating to Engage's business. Services rendered by Consultant
hereunder with respect to such assignments are hereinafter all referred to as
the "Services." Consultant agrees to devote at least that minimum amount of
time per month to the performance of the Services, at the request of the Engage,
as set forth in Schedule A. Consultant shall keep Engage apprised of
developments of which it is and may become aware which may be of value to Engage
regarding the Services. In consideration of such Services, Engage shall pay
Consultant in accordance with the terms set forth in Schedule A. Consultant
acknowledges that the scope and detail and any other term of any assignment may
be reduced at any time by Engage, with seven (7) days prior notice to
Consultant.
2. This Agreement shall commence as of the day after the Effective Date (as
defined in the Separation Agreement between the parties dated the date hereof),
and shall remain in effect indefinitely (or, if sooner, until termination or
expiration of the XCo Agreement Consulting Letter of Appointment between Engage
Technologies, Inc. and XCo LLC dated as of January 21, 1999 (the "XCo Consulting
Agreement"), but may be terminated at any time and for any reason or no reason
upon ninety (90) days written notice by Consultant to Engage or by Engage to
Consultant. It is understood that Sections 5 through 18 of this Agreement shall
survive any termination of this Agreement.
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3. It is specifically understood and agreed that during the term of this
Agreement Consultant's relationship to Engage will be that of an independent
contractor and that neither this Agreement nor the Services to be rendered
hereunder shall for any purpose whatsoever or in any way or manner create an
employer-employee relationship between Engage and Consultant. Accordingly,
Consultant shall have sole and exclusive responsibility for the payment of all
federal, state and local income taxes and for all employment and disability
insurance, social security and other similar taxes with respect to any
compensation provided by Engage hereunder. Consultant is not authorized to bind
Engage except as expressly authorized in writing by Engage.
4. Consultant hereby represents that it is not bound by the terms of any
agreement (except as set forth in Schedule B) with any other party that is in
any way inconsistent with Consultant's obligations under this Agreement or
imposes any restrictions on Consultant's activities with Engage. Consultant
further represents that Consultant's performance under this Agreement does not
and will not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired in confidence or in trust prior to the provision of
consulting services to Engage. Consultant agrees and covenants with Engage
that, during the term of this Agreement, Consultant will not enter into any
relationship with any other party which would restrict Consultant's performance
of Services hereunder or which would involve Consultant competing, directly or
indirectly, with the business of Engage.
5. Consultant shall not without the prior written consent of Engage, either
during of after its engagement, disclose to anyone outside Engage, or use other
than for the purpose of the business of Engage, any Confidential Information of
Engage or any information received in confidence by Engage from any third party.
"Confidential Information" means information and data, whether in oral, written,
graphic, or machine-readable form relating to Engage's past, present and future
business, including but not limited to computer programs, routines, source code,
object code, data, information, documentation, know-how, technology, designs,
procedures, formulas, discoveries, inventions, trade secrets, improvements,
concepts, ideas, product plans, research and development, personnel information,
financial information, customer lists and marketing programs and including,
without limitation, all documents marked as confidential or proprietary and/or
containing such information, which Engage has acquired or developed and which
has not been made publicly available by Engage. Consultant agrees that during
the term of this Agreement, Consultant will not engage in other consulting or
other activity which competes with the business of Engage, or which would
otherwise conflict with Consultant's obligations to Engage. If Consultant's
engagement with Engage is terminated for any reason whatsoever, Consultant shall
return to Engage all property of Engage or of any third party, including all
Confidential Information such as drawings, computer programs and documentation
(on electronic media or on printouts), notebooks, reports, and other documents.
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6. During the time that Consultant is engaged by Engage and for a period of
one (1) year after the termination or cessation of such engagement, for any
reason, Consultant will not directly or indirectly recruit, solicit or induce,
or attempt to induce, any employee or employees or consultant or consultants of
Engage to terminate their employment with, or otherwise cease their relationship
with, Engage; or, solicit, divert or take away, or attempt to divert or take
away, the business or patronage of any of the clients, customers or accounts, or
prospective clients, customers or accounts, of Engage. This Section 6 shall not
limit Consultant from continuing to perform consulting services to XCo, LLC in
the event of termination of this Consulting, Invention and Non-Disclosure
Agreement in accordance with Section 2.
7. Consultant hereby assigns to Engage all right, title and interest in all
Developments. "Developments" means any idea, invention, design of a useful
article (whether the design is ornamental or otherwise), computer program
including source code and object code and related documentation, and any other
work or authorship, or audio/visual work, written, made or conceived during
Consultant's engagement with Engage, whether or not patentable, subject to
copyright or susceptible to other forms of protection, that relate to the actual
or anticipated business or research or development of Engage; or, are suggested
by or result from any task assigned or work performed by Consultant for or on
behalf of Engage. Consultant acknowledges that the copyrights in Developments
created in the scope of performance of this Agreement, belong to Engage by
operation of law or otherwise, or may belong to a customer of Engage pursuant to
a contract between the Engage and such customer.
8. In connection with any of the Developments assigned by Section 7:
Consultant agrees to promptly disclose them to Engage; and, Consultant agrees,
on the request of Engage, to promptly execute separate written assignments to
Engage and do all things reasonably necessary to enable Engage to secure
patents, register copyrights or obtain any other forms of protection for
Developments in the United States and in other countries, at Consultant's usual
rate of compensation plus required expenses. In the event Engage is unable,
after sending notice by certified mail with return receipt requested to the
address of Consultant on page 1 of this Agreement or other address supplied by
Consultant in writing to Engage, to secure Consultant's authorized signature on
any letters patent, copyright or other analogous protection relating to a
Development, for any reason whatsoever, Consultant hereby designates and
appoints Engage and its duly authorized officers and agents as Consultant's
agent and attorney-in-fact, to act for and in Consultant's behalf to execute and
file any such application or applications and to do all other lawfully permitted
acts to further the prosecution and issuance of letters patent, copyright or
other analogous protection thereon with the same legal force and effect as if
executed by Consultant.
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9. Engage, its subsidiaries, licensees, successors and assigns (direct or
indirect), are not required to designate Consultant as the Inventor, creator or
author of any Development, when such Development is distributed publicly or
otherwise. Consultant waives and releases, to the extent permitted by law, all
rights to such designation and any rights concerning future modifications of
such Developments.
10. Consultant understands that this Agreement does not create an obligation on
Engage or any other person to continue Consultant's engagement.
11. Rights and assignments granted by Consultant in this Agreement are
assignable by Engage and are for the benefit of the successors and assigns of
Engage. Consultant shall not assign this Agreement or any rights under this
Agreement. Consultant's obligations under this Agreement shall survive the
termination of Consultant's engagement by Engage regardless of the manner of
such termination and shall be binding upon Consultant's successors in interest
or other legal representatives.
12. Consultant acknowledges that any breach of its obligations under this
Agreement may result in irreparable injury to Engage. Engage may, therefore, be
entitled, without restricting Engage from other legal and equitable remedies, to
injunctive and other equitable relief to prevent or restrain the breach of this
Agreement.
13. Consultant hereby acknowledges that Engage is now and may hereafter be
subject to non-disclosure or confidentiality agreements with third persons
pursuant to which Engage must protect or refrain from use of proprietary
information which is the property of such third persons. Consultant hereby
agrees upon the directive of Engage to be bound by the terms of such agreements
in the event Consultant has access to the proprietary information protected
thereunder to the same extent as if Consultant was an original signatory
thereto.
14. No delay or omission by either party in exercising any right under this
Agreement will operate as a waiver of that or any other right; a waiver or
consent given by a party on any one occasion is effective only in that instance
and will not be construed as a bar to or waiver of any right on any other
occasion.
15. With respect to the subject matter hereof, this Agreement, including
Schedules A and B attached hereto, supersedes all previous oral or written
communications, representations, understandings, undertakings, or agreements by
or with Engage and this Agreement can only be amended by a writing signed by
both parties; provided that, subject to Section 6 of this Agreement, this
Agreement shall not supersede the Nondisclosure, Noncompetition and Inventions
Agreement entered into between CMG Information Services, Inc. and Xxxxx Xxxxx
dated April 8, 1998.
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16. In the event any paragraph or provision of this Agreement shall be held to
be illegal or unenforceable, such paragraph or provision shall be severed from
this Agreement and the entire Agreement shall not fail on account thereof, but
shall otherwise remain in full force and effect. This Agreement may be signed
in two or more counterparts, each of which shall be deemed an original and all
of which shall together constitute one agreement.
17. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, without regard to its conflict of laws provisions.
18. Consultant acknowledges receipt of a copy of this Agreement.
For Engage: For Consultant:
/s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxx
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By: Xxxx Xxxxxx By: Xxxxx Xxxxx
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Title: CEO Title: _______________________
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SCHEDULE A
ASSIGNMENTS
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Consultants shall be compensated at the rate of $8,800 per month (subject
to adjustment as stated below) plus reimbursement of reasonable incurred and
documented expenses to the extent reimbursed under the XCo Agreement. In
addition, Consultant will be provided office space in Raleigh, NC and access to
secretarial support. Consultant shall on a monthly basis submit time and
expense sheets to the CFO of Engage for approval. Such invoices shall be paid
by Engage without thirty (30) days of receipt and approval.
Consultant shall provide Services as follows:
Consultant Responsibilities
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Consultant shall perform all duties of Engage required under the XCo
Consulting Agreement.
Hours Per Month
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One day per week; any additional time worked as needed to perform the
Services shall be paid at $2,500 for each eight (8) hour increment of time;
provided; however, that XCo provides Engage with its prior written consent to
pay such additional amounts to Engage.
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SCHEDULE B
SCHEDULE OF SEPARATE WORKS
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The following are works in which Consultant has any right, title or
interest, and which were conceived or written either wholly or in part by
Consultant, prior to Consultant's engagement by Engage and not being assigned by
Consultant to Engage.
Description: (if none enter the word "None")
None_________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Please indicate if any item listed above has been published, registered as a
copyright, or is or has been the subject of a patent application:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Please indicate the name of any organization or third party who also has rights
in any of the listed items. (Such as former employees, partners, etc.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
The foregoing is complete and accurate to the best of Consultant's knowledge and
belief.
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