Exhibit 10.12
EMPLOYEE AGREEMENT
This Agreement, made this 1st day of August, 1994, by and between INTEGRATED
CIRCUIT SYSTEMS, INC., a Pennsylvania Corporation (hereinafter referred to as
"COMPANY"), party of the first part and Xxxx Tan (hereinafter referred to as
"EMPLOYEE"), party of the second part.
WITNESSETH
In consideration of COMPANY'S employment of EMPLOYEE, the salary to be paid to
EMPLOYEE, and mutual covenants contained herein, the parties hereto, intending
to be legally bound, agree as follows:
1. (a) EMPLOYEE hereby fully and unconditionally assigns to COMPANY, or it's
nominee, any and all inventions, designs, improvements and/or
discoveries made individually or jointly with others during the term
of his employment with COMPANY and six (6) months thereafter which
pertain to the business of the COMPANY, whether or not such
inventions, designs, improvements and/or discoveries are made during
the hours of employment or on the property of COMPANY. Such assignment
is made in consideration of the employment by COMPANY of EMPLOYEE, and
COMPANY shall incur no further obligation to EMPLOYEE in connection
with the assignment hereinabove.
(b) To effect the foregoing, EMPLOYEE agrees that he shall promptly from
time to time fully inform and disclose to the President of COMPANY all
inventions, designs, improvements and discoveries, which he may now
have or hereafter have, and which he shall have conceived during the
term of his employment with COMPANY and for a period of six (6) months
thereafter, which pertain to the business of the COMPANY, whether or
not EMPLOYEE believes that the same are related to the business,
activities or interests of the COMPANY, whereupon COMPANY may release
the same to EMPLOYEE, or at it's option, and own expense shall prepare
and prosecute, in the name of COMPANY or it's nominee, applications
for letters patent of the United States and such foreign countries as
it may select. EMPLOYEE will execute the
same, and he shall thereafter from time to time as requested, execute
all further documents pertaining to said application or patents
thereon or actions against any infringement thereof or to protect the
same and the rights and position of COMPANY with respect to said
patent applications or patents.
(c) In the event of any conflict as to whether an invention, design,
improvement or discovery was conceived or made before or after the
commencement of EMPLOYEE'S employment with the COMPANY, EMPLOYEE
agrees that such conflict shall be resolved in favor of the COMPANY,
unless such invention, design, improvement or discovery is now
described in a written record or filed in the U.S. Patent Office,
containing a filing date prior to EMPLOYEE'S employment, is in the
possession of a former employeer who owns the invention, design,
improvement or discovery, or is disclosed in writing to the COMPANY
within ten (10) days of the date hereof with notice and reasonable
proof that such invention, design, improvement or discovery was
conceived by EMPLOYEE prior to his said employment with the COMPANY.
(d) EMPLOYEE agrees that he shall render to COMPANY or it's nominee all
such assistance as it may reasonably require in the prosecution of all
such patent applications, including applications for the reissue of
such patents, and in the prosecution or defense of all interferences
which may be declared involving any of said patent applications or
patent, provided, however, that the expense incident thereto shall be
borne by COMPANY, except that if the COMPANY needs the EMPLOYEE'S
assistance after he is no longer employed by the COMPANY, the COMPANY
shall compensate the EMPLOYEE at the same hourly rate he was making
while employed here, and provided, that the COMPANY shall not be
obligated to pay expenses for such assistance wherein EMPLOYEE takes a
position adverse to that of the COMPANY.
2. Any of EMPLOYEE'S inventions, designs, improvements, and discoveries, other
than those described in the preceding paragraphs 1(a), (b), (c), and (d),
shall remain the property of EMPLOYEE, and upon request of EMPLOYEE, COMPANY
agrees that it will execute a desclaimer in writing dislaiming any right to
any such invention, design, improvements and discoveries of EMPLOYEE.
3. EMPLOYEE recognizes that his work for the COMPANY will bring him into close
contact with confidential matter of the COMPANY not publicly known such as
the following proprietary matter of "know-how", technical data, processes,
techniques,
inventions, research projects, markets, sales, list of customers and other
information, knowledge or data which is of a confidential nature.
EMPLOYEE agrees to keep secret all such confidential matter of the COMPANY
and agrees not to, directly or indirectly, other than is necessary in the
business of the COMPANY and in the scope of his employment, use such
confidential matter or disclose such confidential matter to anyone outside
of the COMPANY, at any time (either during or after his employment with the
COMPANY), except upon the prior written consent of the COMPANY. EMPLOYEE
further agrees to deliver promptly to the COMPANY on termination of his
employment, or at any time it may request, all proprietary matter, reports,
manuals, drawings, blue prints, other papers of a confidential nature
including all copies and all models, or any other tangible embodiments of
such information, knowledge, or data which he may then possess or have under
his control.
4. EMPLOYEE recognizes that irreparable damage will result to COMPANY in the
event of the violation of any covenant contained herein made by EMPLOYEE,
and agrees that in the event of such violation COMPANY shall be entitled,
in addition to its other legal or equitable remedies and damages, to
temporary and permanent injunctive relief to restrain against such
violation(s) thereof by EMPLOYEE and by all other persons acting for or with
EMPLOYEE, including the cost of reasonable attorney's fees.
5. This agreement shall inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties hereto.
IN WITNESS WHEREOF, COMPANY has caused these presents to be executed and its
common or corporate seal hereto affixed, and EMPLOYEE has hereunto set his hand
and seal, the day and year first above written.
INTEGRATED CIRCUIT SYSTEMS, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Witness: EMPLOYEE:
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxx
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Xxxxxxxx X. Xxxxxxx
