CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONSULTING SERVICES AGREEMENT
Exhibit 10.10
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
This agreement (hereinafter referred to as “Agreement”) is for Consulting Services (the “Consulting Services”), described in the attached Exhibit A, which is part of this Agreement, to be provided by Xxxxxxx XxXxxx (the “Consultant”), located at [*****] to MarketAxess Corporation, located at 00 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, as well as its subsidiaries, affiliates, and parents (collectively, “MarketAxess” or the “Company”). Consultant previously served as an employee of the Company, with February 1, 2022 (the “Separation Date”) serving as his last day of service as an employee. In addition to the Consulting Services, Consultant shall serve as a director of the board of MarketAxess Europe Limited (such services, the “Director Services”).
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(a) During the course of Consultant’s engagement hereunder, the Consultant may receive confidential information of and/or be in the possession of confidential information from the Company, its parent, subsidiaries, and/or any affiliated companies (collectively, “Affiliates”), including, but not limited to, customer lists, client information, services
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provided to such clients, trade secrets, images, slogans, logos, designs, sketches, mock-ups, samples, concepts, ideas, inventions, original works of authorship, discoveries, techniques, copyrights, patents, trademarks, computer software and any and all information and know-how now or in the future, whether or not such confidential information relates to any Work Product, as defined herein, including without limitation, the underlying concept and production methodology of such Work Product (hereinafter, “Confidential Information”). Consultant acknowledges and agrees that it has no claim, right, title, property or other interest of any kind in the Confidential Information. The Consultant shall hold and maintain the Confidential Information in strictest confidence and in trust for the Company's and its Affiliates’ sole and exclusive benefit. The Consultant agrees to keep all Confidential Information in a secure place and further agrees not to publish, communicate, divulge, use or disclose, directly or indirectly, for its own benefit or for the benefit of another, or for any purpose other than in furtherance of the Consultant’s contractual obligations hereunder, either during or after its engagement as a consultant hereunder, any Confidential Information. Consultant shall not discuss or disclose any Confidential Information with or to any person whatsoever, or permit any person whatsoever to examine and/or make copies of any Work Product, except as required to perform the Consulting Services or as requested by law. Upon termination of this Agreement or upon the earlier request of the Company, the Consultant shall deliver all written and/or recorded material, including without limitation, paper, film, cards, tapes, discs and the storage facilities, in Consultant's possession, custody or control which contain any Work Product and/or Confidential Information, and all copies thereof, to the Company.
(b) If the Consultant is requested or required by any court, agency or other governmental authority to disclose any Confidential Information, it shall promptly notify the Company so as to permit the Company to seek a protective order or take other appropriate action. If, in the absence of a protective order, the Consultant is compelled as a matter of law to disclose any Confidential Information, the Consultant shall disclose to the party compelling disclosure only such part of the Confidential Information as is required by law to be disclosed. The Consultant shall exercise its best efforts to obtain assurances that confidential treatment shall be accorded Confidential Information disclosed under such circumstances. Nothing in this Agreement shall prohibit Consultant from making reports of possible violations of law or regulation to a governmental agency or other entity, or require notification or prior approval by the Company of same.
(c) Pursuant to the Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the Company's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(d) The Consultant acknowledges that the Confidential Information is particularly sensitive and of substantial importance to the Company; accordingly, the Consultant agrees that
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the provisions of this Section 8 shall survive any termination of this Agreement and shall be enforceable against the Consultant in perpetuity.
(e) The Consultant acknowledges it will have access to Confidential Information. If the Company so elects, it shall be entitled, in addition to all other remedies available, including, but not limited to, actual, compensatory, and punitive damages, to obtain damages and reimbursement of its actual attorneys’ fees and disbursements for any breach of this Agreement or to specifically enforce the performance by Consultant and to enjoin the violation by Consultant of any provision hereof. Consultant further acknowledges that a violation of this Section 8 hereunder would cause irreparable and continuing damage to the Company for which money damages alone would not adequately compensate. Accordingly, the Consultant acknowledges that, in the event of violation of this Section 8 of this Agreement, the Company shall be entitled to preliminary and permanent injunctive relief without having to prove actual damages or immediate or irreparable harm or to post a bond.
You are required to sign a standard Confidentiality Statement and Acceptable Use statement with the Company and shall be bound by their respective terms.
(a) The parties hereby agree that the Company shall own all right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements, and trade secrets, whether or not patentable or registrable under copyright or similar laws, that Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice during Consultant’s engagement hereunder, (collectively referred to as “Work Product”). The term “Work Product” does not include any invention that Consultant developed entirely on Consultant’s own time without using the Company’s equipment supplies, facilities, or trade secret information, except for those inventions that either: (1) relate at the time of conception or development (a) to the Company’s business, or (b) to the Company’s actual or demonstrably anticipated research or development; or (2) result from any work performed by Consultant for the Company.
(b) Consultant hereby assigns to MarketAxess all right, title, and interest in and to any and all Work Product, and agrees to assist the Company, at MarketAxess’ expense, to further evidence, record, and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. In addition to, and not in contravention of any of, the foregoing, Consultant acknowledges that all original works of authorship that are made by Consultant (solely or jointly with others) within the scope of this engagement and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101). To the extent allowed by law, this includes all rights of paternity, integrity, disclosure, and withdrawal, and any other rights that may be known or referred to as “moral rights.” To the extent Consultant retains any such moral rights under applicable law, Consultant hereby waives such moral rights and consents to any action consistent with the terms of this Agreement with respect to such moral rights, in each case, to the full extent of such
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applicable law. Consultant agrees to confirm any such waivers and consents from time to time as requested by MarketAxess.
(c) If, in the course of this engagement, Consultant incorporates into a product or process a Prior Invention owned by Consultant or in which Consultant has an interest, Consultant hereby grants the Company, and the Company shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product or process. For purposes of this paragraph, the term “Prior Invention” means all discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer software, strategy, know how, and data, whether or not patentable or registrable under copyright or similar statues, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during the period of time before Consultant’s engagement with the Company, which directly or indirectly arise or result front tasks assigned by previous employers or from the use of premises or property owned, leased, or contracted for by such previous employers or in the course of other past engagements.
(d) Consultant hereby expressly and irrevocably waives any right or claim to any further compensation of any and all kind, under any applicable law, which Consultant may now have or which Consultant may have in the future, with respect to any Invention(s) which may be assigned to the Company. For purposes of this Agreement, the term “Invention” means all discoveries, developments, designs, improvements, inventions, formulae, processes, techniques, computer software, strategy, know how, and data, whether or not patentable or registrable under copyright or similar statues, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, during the period of Consultant’s engagement with the Company, which directly or indirectly arise or result from tasks assigned by the Company or from the use of premises or property owned, leased, or contracted for by the Company.
(e) If Company or its designee is unable because of Consultant’s mental or physical incapacity or unavailability or for any other reason to secure your signature to apply for or to pursue any application for any United States or foreign patents, copyright, mask works or other registrations covering inventions or original works of authorship assigned to Company or its designee as above, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal force and effect as if originally executed by Consultant. Consultant hereby waives and irrevocably quitclaims to Company or its designee any and all claims, of any nature whatsoever, which Consultant now or hereafter has for infringement of any and all proprietary rights assigned to Company or such designee.
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(a) The employees of Consultant may disclose the terms of this Agreement to their immediate family, so long as such family members agree to be bound by the confidential nature of this Agreement;
(b) Consultant may disclose the terms of this Agreement to (i) its tax advisors so long as such tax advisors agree in writing to be bound by the confidential nature of this Agreement; (ii) taxing authorities if requested by such authorities and so long as they are advised in writing of the confidential nature of this Agreement; or (iii) Consultant’s legal counsel; and
(c) Pursuant to the order of a court or governmental agency of competent jurisdiction, or for purposes of securing enforcement of the terms and conditions of this Agreement.
If to the Company: |
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If to the Consultant: |
MarketAxess Corporation |
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Xxxxxxx XxXxxx |
55 Xxxxxx Yards |
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[*****] |
New York, NY 10001 |
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[*****] |
Email: XxxxxXX@xxxxxxxxxxx.xxx |
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Email: |
[*****] |
Each party hereto may designate in writing a new address to which any notice or other communication may thereafter be so given, served or sent. Each notice or other communication
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that shall be mailed in the manner described above, shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to the addressee or at such time as delivery is refused by the addressee upon presentation.
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The parties enter into and execute this Agreement on the dates set forth below.
ACCEPTED AND AGREED TO:
By: |
/s/ XXXXXXX XXXXXX |
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February 1, 2022 |
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Xxxxxxx XxXxxx |
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Date |
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MarketAxess Corporation
By: |
/s/ XXXXX XXXXXXX |
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February 1, 2022 |
Name: |
Xxxxxx Xxxxxxx |
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Date |
Title |
Chief Human Resources Officer |
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EXHIBIT A
The Consulting Services shall include:
KEYWORDS \* MERGEFORMAT Firm:28332636v4