EXHIBIT 10.5
GOAMERICA COMMUNICATIONS CORP.
EMPLOYEE-AT-WILL
INVENTION ASSIGNMENT, CONFIDENTIALITY
AND NON-SOLICITATION AGREEMENT
In consideration of my employment or continued employment by GoAmerica
Communications Corp., a Delaware corporation or any subsidiary or parent
corporation thereof (the "Company"), I hereby represent and agree as follows:
1. I understand that the Company is, and during the time of my active
employment was, engaged in the business of providing wireless internet service
and that I may have or had access to or acquire or acquired information with
respect to Confidential Information (as defined below), including software,
processes and methods, development tools, scientific, technical and/or business
innovations.
2. Disclosure of Innovations. I agree to disclose in writing to the
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Company all inventions, improvements and other innovations of any kind that I
may have made, conceived, developed or reduced to practice, alone or jointly
with others, during the term of my employment with the Company, whether or not
they are related to my work for the Company and whether or not they are eligible
for patent, copyright, trademark, trade secret or other legal protection
("Innovations"). Examples of Innovations shall include, but are not limited to,
discoveries, research, inventions, formulas, techniques, processes, know-how,
marketing plans, new product plans, production processes, advertising, packaging
and marketing techniques and improvements to computer hardware or software.
3. Assignment of Ownership of Innovations. I agree that all Innovations
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are the sole and exclusive property of the Company and I hereby assign all of my
rights, title or interest in the Innovations and in all related patents,
copyrights, trademarks, trade secrets, rights of priority and other proprietary
rights to the Company. At the Company's request and expense, during and after
the period of my employment with the Company, I will assist and cooperate with
the Company in all respects and will execute documents, and, subject to my
reasonable availability, give testimony and take further acts requested by the
Company to obtain, maintain, perfect and enforce for the Company patent,
copyright, trademark, trade secret and other legal protection for the
Innovations. I hereby appoint the President and Chief Executive Officer of the
Company as my attorney-in-fact to execute documents on my behalf for this
purpose. I have attached hereto as Exhibit "A" a list of Innovations as of the
date hereof which belong to me and which are not assigned to the Company
hereunder (the "Prior Innovations"), or, if no such list is attached, I
represent that there are no Prior Innovations.
4. Protection of Confidential Information of the Company. I understand
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that my work as an employee of the Company created a relationship of trust and
confidence between myself and the Company. During and after the period of my
employment with the Company, I will not use or disclose or allow anyone else to
use or disclose any "Confidential Information" (as defined below) relating to
the Company, its products, suppliers or customers except as may be necessary in
the performance of my work for the Company or as may be authorized in advance by
appropriate officers of the Company. "Confidential Information" shall include
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methodologies, processes, tools, innovations, business strategies, financial
information, forecasts, personnel information, customer lists, trade secrets and
any other non-public technical or business information, whether in writing or
given to me orally, which I know or have reason to know the Company would like
to treat as confidential for any purpose, such as maintaining a competitive
advantage or avoiding undesirable publicity. I will keep Confidential
Information secret and will not allow any unauthorized use of the same, whether
or not any document containing it is marked as confidential. These
restrictions, however, will not apply to Confidential Information that has
become known to the public generally through no fault or breach of mine or that
the Company regularly gives to third parties without restriction on use or
disclosure. Upon termination of my work with the Company, I will promptly
deliver to the Company all documents and materials of any nature pertaining to
my work with the Company and I will not take with me any documents or materials
or copies thereof containing any Confidential Information.
5. Non-Solicitation. I understand that my work as an employee of the
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Company created a relationship of trust and confidence between myself and the
Company. During and for a period of two years after the period of my employment
with the Company, I will not request or otherwise attempt to induce or
influence, directly or indirectly, any present customer or supplier, or
prospective customer or supplier, of the Company, or other persons sharing a
business relationship with the Company to cancel, to limit or postpone their
business with the Company, or otherwise take action which might be to the
material disadvantage of the Company. During and for a period of two years
after the period of my employment with the Company, I will not hire or solicit
for employment, directly or indirectly, or induce or actively attempt to
influence, any Employee of the Company or any Affiliate of the Company, as such
term is defined in the Securities Act of 1933, as amended, to terminate his or
her employment or discontinue such person's consultant, contractor or other
business association with the Company.
6. Other Agreements. I represent that my performance of all the terms of
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this Agreement and my duties as an employee of the Company will not breach any
invention assignment agreement, confidential information agreement, non-
competition agreement or other agreement with any former employer or other
party. I represent that I have not and will not bring with me to the Company or
use in the performance of my duties for the Company any documents or materials
of a former employer that are not generally available to the public.
7. Disclosure of this Agreement. I hereby authorize the Company to notify
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others, including but not limited to customers of the Company and any of my
future employers, of the terms of this Agreement and my responsibilities
hereunder.
8. Injunctive Relief. I understand that in the event of a breach or
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threatened breach of this Agreement by me the Company may suffer irreparable
harm and monetary damages alone
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would not adequately compensate the Company. The Company will therefore be
entitled to injunctive relief to enforce this Agreement.
9. Enforcement and Severability. I acknowledge that each of the
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provisions in this Agreement are separate and independent covenants. I agree
that if any court shall determine that any provision of this Agreement is
unenforceable with respect to its term or scope such provision shall nonetheless
be enforceable by any such court upon such modified term or scope as may be
determined by such court to be reasonable and enforceable. The remainder of
this Agreement shall not be affected by the unenforceability or court ordered
modification of a specific provision.
10. Governing Law. The laws of the State of New Jersey shall govern the
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interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.
11. Superseding Agreement. I understand and agree that this Agreement
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contains the entire agreement of the parties with respect to subject matter
hereof and supersedes all previous agreements and understandings between the
parties with respect to its subject matter.
12. Acknowledgments. I acknowledge that I have read this agreement, was
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given the opportunity to ask questions and sufficient time to consult an
attorney and I have either consulted an attorney or affirmatively decided not to
consult an attorney. I understand that my obligations under this Agreement
survive the termination of my employment with the Company.
I UNDERSTAND THAT I AM AN EMPLOYEE-AT-WILL WITH THE COMPANY, MEANING THAT
EITHER I OR THE COMPANY IS COMPLETELY FREE TO TERMINATE OUR EMPLOYMENT
RELATIONSHIP AT ANY TIME AND FOR ANY REASON OR FOR NO REASON, WITHOUT
INCURRING ANY OBLIGATIONS OR LIABILITIES OF ANY KIND WHATSOEVER. I FURTHER
ACKNOWLEDGE THAT I HAVE HAD A FULL OPPORTUNITY TO REVIEW THIS AGREEMENT AND
CONSULT WITH COUNSEL OF MY CHOICE IF I SO CHOOSE REGARDING ITS TERMS, AND
THAT I AM FREELY ENTERING THIS AGREEMENT WITH A FULL UNDERSTANDING OF ITS
EFFECTS. I FURTHER UNDERSTAND THAT THIS AGREEMENT SUPERSEDES ANY AND ALL
PRIOR OR CONTEMPORANEOUS REPRESENTATIONS OR AGREEMENTS, WHETHER ORAL,
WRITTEN, OR IMPLIED, AND MAY NOT BE MODIFIED IN ANY WAY EXCEPT BY A SIGNED
WRITING WHICH SPECIFICALLY REFERS TO THIS AGREEMENT AND IS SIGNED BY AN
OFFICER OR OTHER DULY AUTHORIZED REPRESENTATIVE OF THE COMPANY.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written below.
Date: _________________ _____________________________________
Name of Employee:
Address: ___________________________________
___________________________________
___________________________________
___________________________________
GoAmerica Communications Corp.
Date: _________________ By:______________________________
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EXHIBIT "A"
Prior Innovations:
