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EXHIBIT 10.19
EMPLOYEE CONFIDENTIALITY AGREEMENT
I, ____________________________, in consideration for my future employment by
Phoenix International Ltd., Inc., or its subsidiaries or successors
(hereinafter called "Phoenix") and the payment of future wages as compensation
for services rendered in the course of my employment, hereby agree as follows:
1. That during the course of such employment I will not act as an
employee, agent or representative of any other company and will devote
my full time to representing Phoenix in a manner consistent with
established Phoenix policies and management directives.
2. That I will not disclose to Phoenix any proprietary information of any
other party previously disclosed to me in confidence, and declare that
I am not bound by any prior agreement which prohibits my employment by
Phoenix or the assignment of any newly created intellectual property
right to Phoenix.
3. That I recognize and acknowledge that in the course of my employment
by Phoenix I may have access to and gain knowledge of proprietary or
confidential information relating to Phoenix's products, processes,
services or business operations, including information relating to
development, marketing, strategy, customers, suppliers, finances,
forecasts and other employees. I understand that Phoenix's
confidential information shall include information of its customers
which Phoenix is under obligation to maintain as confidential. I
agree not to disclose to anyone outside of Phoenix or to use for any
purposes other than Phoenix's business purposes, any of Phoenix's
proprietary or confidential information, either during the term or
after my employment by Phoenix.
4. That I will assign, and do hereby assign, to Phoenix, all my rights to
intellectual property which I make or conceive, in the course of my
employment by Phoenix or with the use of Phoenix's time, materials,
facilities, or relating to any subject matter with which Phoenix is
concerned, and I further agree, without charge to Phoenix, but at its
expense, to execute, acknowledge and to aid in preparation of all
documentation as may be necessary to obtain registration of patents or
copyrights in any and all countries and to vest title thereto in
Phoenix. This paragraph shall not apply to an invention for which no
equipment, supplies, facilities, or proprietary information of Phoenix
was used and which was developed entirely on my own time, unless (a)
the invention relates: (1) to the business of Phoenix, or (2) to
Phoenix's actual or demonstrably anticipated research or development;
or (b) the invention results from any work performed by me for
Phoenix. I further agree that upon termination of my
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employment I will disclose to Phoenix all details of any computer
program or other project on which I have worked during my employment,
which has not been disclosed fully before my termination, and will
deliver up to Phoenix all memoranda, notes, records, manuals,
drawings, electronic media, and any other documents obtained from
Phoenix or produced by me during my employment.
5. That I will disclose promptly to Phoenix any and all ideas,
discoveries, inventions, which I may make or conceive either solely or
jointly with others, during the twelve-month period immediately
following termination of employment by Phoenix, which relate to the
work performed by me while in the employ of Phoenix. I further agree
to assign and do hereby assign to Phoenix all my rights and interests
in any and all such inventions and further agree, without charge to
Phoenix but at its expense, to execute, to acknowledge and to aid in
the preparation of all such further papers, including applications for
patents or copyrights, as may be necessary to obtain patent or
copyright registrations on said inventions in any and all countries
and to vest title thereto to Phoenix.
6. That for a period of twelve months after termination of my employment
for any reason, I will not directly or indirectly solicit, divert or
take away, or attempt to solicit, divert or take away any customers,
employees, licensees or third party alliance candidates negotiating
with Phoenix at the time of termination within any region or territory
in which I was employed by Phoenix; nor will I accept employment at or
perform services for any potential customer, licensee or third party
alliance candidate negotiating with Phoenix at the time of my
termination within any region or territory in which I was employed by
Phoenix. I hereby acknowledge that Phoenix is justified in obtaining
the restrictions contained above in that it has a legitimate business
interest to protect, specifically, but not limited to, its trade
secrets and confidential information and its substantial relationships
with prospective or existing customers. I further acknowledge that
the restrictions contained above are reasonably necessary to protect
and preserve the legitimate business interests of Phoenix.
7. That in the event any part of the confidential information recited by
this Agreement becomes generally known to the public through
legitimate origins (other than by breach of this Agreement), that part
of the confidential information shall no longer be deemed confidential
information for the purposes of this Agreement, but I shall continue
to be bound by the terms of this Agreement as to all other
confidential information.
8. That if any phrase, clause or provision of this Agreement is declared
invalid or unequal by a court of competent jurisdiction, such phrase,
clause or provision shall be deemed
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severed from this Agreement, but will not affect any other provision
of this Agreement, which shall otherwise remain in full force and
effect. If any restriction or limitation in this Agreement is deemed
to be unreasonable, onerous and unduly restrictive by a court of
competent jurisdiction, it shall not be stricken in its entirety and
held totally void and unenforceable, but shall remain effective to the
maximum extent permissible within reasonable bounds.
9. That I stipulate and agree that breach of this Agreement will result
in immediate and irreparable harm to the business and goodwill of
Phoenix and that damages, if any, and remedies at law for such breach
would be inadequate. Phoenix shall therefore be entitled to apply for
and receive from any court of competent jurisdiction, an injunction to
restrain any violation of this Agreement and for such further relief
as the court may deem just and proper.
10. That this Agreement is a condition of my employment by Phoenix but in
no way operates as a guarantee of continued employment. I understand
that Phoenix is an at-will employer.
Signature of Employee: _________________________ Date: ___________
Witness: _______________________________________ Date: __________
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