Exhibit 10.16
PROPRIETARY INFORMATION, CONFIDENTIALITY AND INVENTIONS AGREEMENT
To: HITTITE MICROWAVE CORPORATION
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 As of Nov. 16th, 2000
I, the undersigned, in consideration of and as a condition of my
employment by Hittite Microwave Corporation (the "Company"), and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
1. CONFIDENTIALITY. I agree to keep confidential, except as the
Company may otherwise consent in writing, and, as may be necessary in the
ordinary course of performing my duties to the Company, not to disclose or make
any use of at any time either during or subsequent to my employment, any
Inventions (as hereinafter defined), trade secrets, confidential information,
knowledge, data or other information of the Company relating to products,
processes, know-how, designs, formulas, test data, customer lists, business
plans, marketing plans and strategies, pricing strategies, or other subject
matter pertaining to any business of the Company or any of its affiliates or
confidential or proprietary information of any third parties subject to a duty
on the part of the Company to maintain the confidentiality of such information,
which I may produce, obtain, or otherwise acquire during the course of my
employment, except as herein provided. I further agree not to deliver, reproduce
or in any way allow any such trade secrets, confidential information, knowledge,
data or other information or any documentation relating thereto, to be delivered
to or used by any third parties without specific direction or consent of a duly
authorized representative of the Company.
2. CONFLICTING EMPLOYMENT; RETURN OF CONFIDENTIAL MATERIAL. I
agree that during my employment with the Company I will not engage in any other
employment, occupation, consulting or other activity relating to the business in
which the Company is now or may hereafter become engaged, or which would
otherwise conflict with my obligations to the Company. In the event my
employment with the Company terminates for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings, documents and data which I may obtain or produce during the course of
my employment, and I further agree that I will not take with me any description
containing or pertaining to any confidential information, knowledge or data of
the Company which I may produce or obtain during the course of my employment.
3. ASSIGNMENT OF INVENTIONS.
3.1. I hereby acknowledge and agree that the Company is the owner
of all Inventions. (as hereinafter defined). In order to protect the Company's
rights to such Inventions, by executing this Agreement I hereby irrevocably
assign to the Company all my right, title and interest in and to all Inventions.
3.2. For purposes of this Agreement, "Inventions" shall mean all
discoveries, processes, designs, technologies, devices, or improvements in any
of the foregoing or other ideas, whether or not patentable and whether or not
reduced to practice, made or conceived by me (whether solely or jointly with
others) during the period of my employment with the Company which relate in any
manner to the actual or demonstrably anticipated business, work, or research and
development of the Company, or result from or are suggested by any tasks
assigned to me or any work performed by me for or on behalf of the Company.
3.3. Any discovery, process, design, technology, device, or
improvement in any of the foregoing or other ideas, whether or not patentable
and whether or not reduced to practice, made or conceived by me (whether solely
or jointly with others) which I develop entirely on my own time not using any of
the Company's equipment, supplies, facilities, or trade secret information
("Personal Invention") is excluded from this Agreement provided such Personal
Invention (a) does not relate to the actual or demonstrably anticipated
business, research and development of the Company; and (b) does not result,
directly or indirectly, from any work performed by me for the Company.
4. DISCLOSURE OF INVENTIONS. I agree that in connection with any
Invention, I will promptly disclose such Invention to my immediate superior at
the Company in order to permit the Company to enforce its property rights to
such Invention in accordance with this Agreement. My disclosure shall be
received in confidence by the Company.
5. PATENTS AND COPYRIGHTS; EXECUTION OF DOCUMENTS.
5.1. Upon request, I agree to assist the Company or its nominee (at
its expense) during and at any time subsequent to my employment in every
reasonable way to obtain for its own benefit patents and copyrights for
Inventions in any and all countries. Such patents and copyrights shall be and
remain the sole and exclusive property of the Company or its nominee. I agree to
perform such lawful acts as the Company deems to be necessary to allow it to
exercise all right, title and interest in and to such patents and copyrights.
5.2. In connection with this Agreement, I agree to execute,
acknowledge and deliver to the Company or its nominee upon request and at its
expense all documents, including assignments of title, patent or copyright
applications, assignments of such applications, assignments of patents or-
copyrights upon issuance, as the Company may determine necessary or desirable to
protect the Company's or its nominee's interest in Inventions, and/or to use in
obtaining patents or copyrights in any and all countries and to vest title
thereto in the Company or its nominee to any of the foregoing.
6. MAINTENANCE OF RECORDS. I agree to keep and maintain adequate
and current written records of all Inventions made by me (in the form of notes,
sketches, drawings and other records as may be specified by the Company), which
records shall be available to and remain the sole property of the Company at all
times.
7. PRIOR INVENTIONS. It is understood that all Personal
Inventions, if any, whether patented or unpatented, which I made prior to my
employment by the Company, are excluded from this Agreement. To preclude any
possible uncertainty, I have set forth on Schedule A
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attached hereto a complete list of all of my prior Personal Inventions,
including numbers of all patents and patent applications and a brief description
of all unpatented Personal Inventions which are not the property of a previous
employer. I represent and covenant that the list is complete and that, if no
items are on the list, I have no such prior Personal Inventions. I agree to
notify the Company in writing before I make any disclosure or perform any work
on behalf of the Company which appears to threaten or conflict with proprietary
rights I claim in any Personal Invention. In the event of my failure to give
such notice, I agree that I will make no claim against the Company with respect
to any such Personal Invention.
8. OTHER OBLIGATIONS. I acknowledge that the Company from time to
time may have agreements with other persons or with the U.S. Government or
agencies thereof, which impose obligations or restrictions on the Company
regarding Inventions made during the course of work thereunder or regarding the
confidential nature of such work. I agree to be bound by all such obligations
and restrictions and to take all action necessary to discharge the Company's
obligations.
9. TRADE SECRETS OF OTHERS. I represent that my performance of
all the terms of this Agreement and as an employee of the Company does not and
will not breach any agreement to keep confidential proprietary information,
knowledge or data acquired by me in confidence or in trust prior to my
employment with the Company or any other agreement with any previous employer or
other party, and I will not disclose to the Company, or induce the Company to
use, any confidential or proprietary information or material belonging to any
previous employer or others. I agree not to enter into any agreement either
written or oral in conflict herewith.
10. Without limiting the remedies available to the Company, I
acknowledge that a breach of any of the terms of this Agreement could result in
irreparable injury to the Company for which there might be no adequate remedy at
law and that, in the event of such a breach or threat thereof, the Company shall
be entitled to obtain a temporary restraining order and/or a preliminary
injunction and a permanent injunction restraining me from engaging in any
activities prohibited by this Agreement or such other equitable relief as may be
required to enforce specifically any of the covenants of this Agreement.
11. MODIFICATION. I agree that any subsequent change or changes in
my employment duties, salary or compensation or, if applicable, in any
Employment Agreement between the Company and me, shall not affect the validity
or scope of this Agreement.
12. SUCCESSORS AND ASSIGNS. This Agreement, shall be binding upon
my heirs, executors, administrators or other legal representatives and is for
the benefit of the Company, its successors and assigns.
13. INTERPRETATION. IT IS THE INTENT OP THE PARTIES THAT in case
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforeeability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. MOREOVER, IT
IS THE INTENT OF THE PARTIES THAT in case any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical
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scope, activity or subject, such provision shall be construed by dating and
reducing it in accordance with a judgment of a court of competent jurisdiction,
so as to be enforceable to the extent compatible with applicable law.
14. WAIVERS. If either party should waive any breach of any
provision of this Agreement, he or it shall not thereby be deemed to have waived
any preceding or succeeding breach of the same or any other provision of this
Agreement.
15. COMPLETE AGREEMENT. Amendments. I acknowledge receipt of this
Agreement, and agree that with respect to the subject matter thereof it is my
entire agreement with the Company, superseding any previous oral or written
communications, representations, understandings, or agreements with the Company
or any officer or representative thereof. I understand and acknowledge that this
Agreement is an agreement of proprietary information, confidentiality and
inventions, and that this is not a contract for any term of employment and does
not modify the at-will status of the employment relationship. I further
acknowledge that this Agreement creates no contractual terms of employment other
than those specifically enumerated herein. Any amendment to this Agreement or
waiver by either party of any right hereunder shall be effective only if
evidenced by a written instrument executed by the parties hereto, and, in the
case of the Company, upon written authorization of the Company's. Board of
Directors.
16. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
17. COUNTERPARTS. This Agreement may be signed in two
counterparts, each of which shall be deemed an original and both of which shall
together constitute one agreement.
18. GOVERNING LAW. This Agreement shall be governed and construed
under Massachusetts Law.
EMPLOYEE
/s/ Xxxxxx Xxxxxx
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Accepted and Agreed:
HITTITE MICROWAVE CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Duly Authorized
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