Exhibit 10.3
BLUESTONE SOFTWARE, INC.
EMPLOYEE CONFIDENTIALITY AGREEMENT
Recognizing that the success of Bluestone Software, Inc., a Delaware corporation
(the "Company"), depends, in part, on the protection of trade secrets,
innovations, formulae, software, algorithms and information held or utilized by
the Company, and recognizing that during my employment I may have access or
contribute to such matters, and in consideration of my employment by the Company
and intending to be legally bound by this Agreement, I agree to the following:
1. During and after my employment, without the prior written
consent of an officer of the Company, I will not disclose or use for my direct
or indirect benefit or the direct or indirect benefit of a third party, and I
will use my best efforts to maintain, the confidentiality of all confidential
information that I acquire because of my employment. In general, "confidential
information" means: any information that the Company treats as confidential,
including, but not limited to, any information relating to research, processes,
inventions, products, methods, formulae, algorithms, computer codes or
instructions (including source and object code and related documentation), all
computer inputs and outputs (regardless of the media on which stored or
located), computer processing systems or techniques, concepts, layouts,
flowcharts, specifications, know-how, user or service manuals or other like
textual materials, software, documentation, equipment, costs, customer lists,
customer leads, compensation records and plans, business studies, business
procedures, and finances, the identities of customers, contractors or suppliers
and prospective customers, contractors or suppliers; the terms of contracts or
agreements with customers, contractors or suppliers; any information relating to
the Company's relationship with actual or prospective customers, contractors or
suppliers and the needs and requirements of, and the Company's course of dealing
with, any such actual or prospective customers, contractors or suppliers; any
personnel information; any customer or vendor credit information; any other
materials prepared by me in the course of, relating to or arising out of my
employment by the Company, or prepared by any other Company employee or
contractor for the Company or its customers; and any other materials that have
not been made available to the general public. Failure to xxxx any of the
confidential information as confidential or proprietary will not affect its
status as confidential information under the terms of this Agreement. I
acknowledge that Confidential Information may include both information owned by
the Company and information disclosed to the Company by the customers of the
Company on a confidential basis. During and after my employment by the Company,
I will not disclose the Confidential Information of one customer to any other
customer of the Company, without the prior written consent of an officer of the
Company, and will comply with all of the internal policies and procedures of the
Company with respect to the use of Confidential Information of customers.
2. During and after my employment, I will not remove from the
Company's offices or premises any documents, records, notebooks, files,
correspondence, reports, memoranda, computer tapes, computer disks or similar
materials of or containing information of the type identified in the preceding
paragraph, or other materials or property of the Company of any kind
(collectively, "Materials"), unless necessary in accordance with my duties and
responsibilities of employment by the Company. In the event that I remove any
Materials, I will return such Materials to their proper files or places of
safekeeping as promptly as possible after the removal has served its specific
purpose. Except as may be necessary in the discharge of my assigned duties, I
will not make, retain, remove or distribute any copies of any of such Materials
for any reason whatsoever and I will not divulge to any third person the nature
or contents of any of such Materials or of any other oral or written
information. Upon the termination of my employment with the Company, I will
return to the Company all originals and copies of such Materials then in my
possession, whether prepared by me or by others. If, at any time after such
termination, I become aware that any such originals, copies or extracts of the
foregoing are in my possession, then I will immediately surrender the possession
thereof to the Company.
3. I acknowledge that any and all writings, documents,
inventions, discoveries, computer programs or instructions (whether in source
code, object code, or any other form), algorithms, formulae, plans, customer
lists, memoranda, tests, research, designs, specifications, models, data,
diagrams, flow charts, overhead foils, instructional guides, and/or techniques
(whether reduced to written form or otherwise) that I make, conceive, discover,
or develop, either solely or jointly with any other person, at any time during
the term of my employment, whether during working hours or at the Company's
facility or at any other time or location, and whether upon the request or
suggestion of the Company or otherwise, that relate to or are useful in any way
in connection with any business carried on or contemplated by the Company
(collectively, the "Intellectual Work Product") will be the sole and exclusive
property of the Company. I will promptly and fully disclose all the Intellectual
Work Product to the Company, and I will have no claim for additional
compensation for the Intellectual Work Product.
4. I acknowledge that all Intellectual Work Product that is
copyrightable will be considered a work made for hire under United States
Copyright Law. To the extent that any copyrightable Intellectual Work Product
may not be considered a work made for hire under the applicable provisions of
the copyright law, or to the extent that, notwithstanding the foregoing
provisions, I may retain an interest in any Intellectual Work Product that is
not copyrightable, I hereby irrevocably assign and transfer to the Company any
and all right, title, or interest that I may have in the Intellectual Work
Product under copyright, patent, trade secret and trademark law, in perpetuity
or for the longest period otherwise permitted by law, without the necessity of
further consideration. The Company will be entitled to obtain and hold in its
own name all copyrights, patents, trade secrets and trademarks with respect
thereto.
5. At the sole request and expense of the Company, either
before or after the termination of my employment, I will assist the Company in
acquiring and maintaining copyright, patent, trade
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secret and trademark protection upon, and confirming its title to, such
Intellectual Work Product. My assistance will include signing all applications
for copyrights and patents and other documents, cooperating in legal proceedings
and taking any other steps considered desirable by the Company.
6. In the event the Company is unable after reasonable effort
to secure my signature on any of the documents referenced in Paragraph 5 above,
whether because of my physical or mental incapacity or for any other reason
whatsoever, then I hereby irrevocably designate and appoint the Company and its
duly authorized officers and agents as my agent and attorney-in-fact, to act for
and in my behalf and stead to execute and file any such documents and to do all
other lawfully permitted acts to further the prosecution and issuance of any
such trade secret, patent, copyright, trademark, or other analogous protection,
with the same legal force and effect as if executed by me.
7. During the period of my employment by the Company and for a
period of one (1) year thereafter, I will not, directly or indirectly, perform
any services within the scope of or similar to the services performed by me
under this Agreement for or on behalf of any business that (i) designs,
develops, markets, supports and sells Internet or intranet software development
tools and related products and services, and (ii) is competitive with any
business conducted by the Company. During the period of my employment by the
Company for a period of one (1) year thereafter, I will not, directly or
indirectly, contact, solicit, call on, or otherwise deal in any way with any
customer, vendor or contractor with whom the Company shall have dealt at any
time during the period of my performance of services to the Company, for a
purpose which is competitive with the business of the Company, or influence or
attempt to influence any customer, vendor or contractor of the Company to
terminate or modify any written or oral agreement or course of dealing with the
Company. For the one (1) year period immediately following the termination of my
employment with the Company, I will not, directly or indirectly, employ, engage
or retain, or arrange to have any other person or entity employ, engage or
retain any person who is an employee, contractor, consultant or agent of the
Company or shall have been employed, engaged or retained by the Company as an
employee, contractor, consultant or agent at any time during the one (1) year
period preceding the date upon which my employment with the Company is
terminated; additionally, I will not, directly or indirectly, influence or
attempt to influence any such person to terminate or modify his or her
employment arrangement or engagement with the Company.
8. If the Company provides me with travel advances or other
advances of expenses in connection with my employment, I will make a prompt
settlement of all such advances after completion of the travel and other
activities. If I owe any money to the Company at the time of termination of
employment, then it may be deducted from any money otherwise owed to me by the
Company.
9. I will devote my full time and effort to my employment and
will at all times act and perform the duties of my employment with honesty,
integrity, good faith, responsibility, and I will comply with all rules,
regulations and policies of the Company.
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10. I am not subject to any other agreement that I will
violate by signing this Agreement or which prevents me from disclosing
confidential information. I agree to disclose the existence and terms of
this Agreement to any employer for which I may work during the term of this
Agreement (which employment is not hereby authorized) or after the termination
of my employment at the Company.
11. This Agreement constitutes the complete agreement between
the Company and me and supersedes all prior agreements, oral or written
including without limitation, any employment agreements between me and the
Company, and any other communication relating to the subject matter of this
Agreement. This Agreement may not be amended or modified except in writing and
will be governed by the laws of the State of New Jersey without regard to
conflicts of law principles. If any provision or portion of any provision of
this Agreement shall be determined to be void, invalid or unenforceable for any
reason, then the validity and enforceability of the remaining provisions or
portions of provisions will not be affected. The Company may assign this
Agreement to, and this Agreement will bind and inure to the benefit of, any
parent, subsidiary, affiliate or successor of the Company. I acknowledge that
this Agreement is not assignable by me. Except as otherwise provided by the
immediately subsequent sentence of this provision, I agree that any suit, action
or other legal proceeding arising out of or relating to this Agreement,
including, but not limited to, any action commenced by the Company for
preliminary or permanent injunctive or other equitable relief, will be
instituted in the United States District Court for the District of New Jersey,
or if such court does not have or will not accept jurisdiction, in any court of
general jurisdiction in Burlington County, New Jersey, and I consent and submit
to the personal and exclusive jurisdiction of such courts in any such suit,
action or proceeding. This provision shall not prevent the Company from seeking
to enforce this Agreement in any other court of competent jurisdiction. I agree
that service of process upon me may be effected by certified mail or by any
other means permitted by law, and I waive any objection which I may have to the
laying of venue of any such suit, action or proceeding in any such court and any
claim or defense of inconvenient forum. If an action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, then the
prevailing party shall be entitled to recover, in addition to any other relief,
reasonable attorneys' fees, costs and disbursements.
12. I acknowledge that it is impossible to measure fully in
monetary damages the injury that will be caused to the Company in the event of a
breach or threatened breach of this Agreement, and I waive the claim or defense
that the Company has an adequate remedy at law. I will not, in any action or
proceeding to enforce the provisions of this Agreement, assert the claim or
defense that such a remedy at law exists. The Company will be entitled to
injunctive relief to enforce the provisions of this Agreement, without prejudice
to any other remedies the Company may have at law or in equity.
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13. I acknowledge that this Agreement does not constitute a
right to continued employment and my employment by the Company may be terminated
by the Company at any time, with or without cause.
Witness: Agreed and Accepted:
Signature: Signature:
---------------------------- --------------------------
Company Representative
Name:
-------------------------------
Date:
-------------------------------
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BLUESTONE SOFTWARE, INC.
EMPLOYEE CONFIDENTIALITY AGREEMENT
Recognizing that the success of Bluestone Software, Inc., a Delaware corporation
(the "Company"), depends, in part, on the protection of trade secrets,
innovations, formulae, software, algorithms and information held or utilized by
the Company, and recognizing that during my employment I may have access or
contribute to such matters, and in consideration of my employment by the Company
and intending to be legally bound by this Agreement, I agree to the following:
1. During and after my employment, without the prior written consent of
an officer of the Company, I will not disclose or use for my direct or indirect
benefit or the direct or indirect benefit of a third party, and I will use my
best efforts to maintain, the confidentiality of all confidential information
that I acquire because of my employment. In general, "confidential information"
means: any information that the Company treats as confidential, including, but
not limited to, any information relating to research, processes, inventions,
products, methods, formulae, algorithms, computer codes or instructions
(including source and object code and related documentation), all computer
inputs and outputs (regardless of the media on which stored or located),
computer processing systems or techniques, concepts, layouts, flowcharts,
specifications, know-how, user or service manuals or other like textual
materials, software, documentation, equipment, costs, customer lists, customer
leads, compensation records and plans, business studies, business procedures,
and finances, the identities of customers, contractors or suppliers and
prospective customers, contractors or suppliers; the terms of contracts or
agreements with customers, contractors or suppliers; any information relating to
the Company's relationship with actual or prospective customers, contractors or
suppliers and the needs and requirements of, and the Company's course of dealing
with, any such actual or prospective customers, contractors or suppliers; any
personnel information; any customer or vendor credit information; any other
materials prepared by me in the course of, relating to or arising out of my
employment by the Company, or prepared by any other Company employee or
contractor for the Company or its customers; and any other materials that have
not been made available to the general public. Failure to xxxx any of the
confidential information as confidential or proprietary will not affect its
status as confidential information under the terms of this Agreement. I
acknowledge that Confidential Information may include both information owned by
the Company and information disclosed to the Company by the customers of the
Company on a confidential basis. During and after my employment by the Company,
I will not disclose the Confidential Information of one customer to any other
customer of the Company, without the prior written consent of an officer of the
Company, and will comply with all of the internal policies and procedures of the
Company with respect to the use of Confidential Information of customers.
2. During and after my employment, I will not remove from the Company's
offices or premises any documents, records, notebooks, files, correspondence,
reports, memoranda, computer tapes, computer disks or similar materials of or
containing information of the type identified in the preceding paragraph, or
other materials or property of the Company of any kind (collectively,
"Materials"), unless necessary in accordance with my duties and responsibilities
of employment by the Company. In the event that I remove any Materials, I will
return such Materials to their proper files or places of safekeeping as promptly
as possible after the removal has served its specific purpose. Except as may be
necessary in the discharge of my assigned duties, I will not make, retain,
remove or distribute any copies of any of such Materials for any reason
whatsoever and I will not divulge to any third person the nature or contents of
any of such Materials or of any other oral or written information. Upon the
termination of my employment with the Company, I will return to the Company all
originals and copies of such Materials then in my possession, whether prepared
by me or by others. If, at any time after such termination, I become aware that
any such originals, copies or extracts of the foregoing are in my possession,
then I will immediately surrender the possession thereof to the Company.
3. I acknowledge that any and all writings, documents, inventions,
discoveries, computer programs or instructions (whether in source code, object
code, or any other form), algorithms, formulae, plans, customer lists,
memoranda, tests, research, designs, specifications, models, data, diagrams,
flow charts, overhead foils, instructional guides, and/or techniques (whether
reduced to written form or otherwise) that I make, conceive, discover, or
develop, either solely or jointly with any other person, at any time during the
term of my employment, whether during working hours or at the Company's facility
or at any other time or location, and whether upon the request or suggestion of
the Company or otherwise, that relate to or are useful in any way in connection
with any business carried on or contemplated by the Company (collectively, the
"Intellectual Work Product") will be the sole and exclusive property of the
Company. I will promptly and fully disclose all the Intellectual Work Product to
the Company, and I will have no claim for additional compensation for the
Intellectual Work Product.
4. I acknowledge that all Intellectual Work Product that is
copyrightable will be considered a work made for hire under United States
Copyright Law. To the extent that any copyrightable Intellectual Work Product
may not be considered a work made for hire under the applicable provisions of
the copyright law, or to the extent that, notwithstanding the foregoing
provisions, I may retain an interest in any Intellectual Work Product that is
not copyrightable, I hereby irrevocably assign and transfer to the Company any
and all right, title, or interest that I may have in the Intellectual Work
Product under copyright, patent, trade secret and trademark law, in perpetuity
or for the longest period otherwise permitted by law, without the necessity of
further consideration. The Company will be entitled to obtain and hold in its
own name all copyrights, patents, trade secrets and trademarks with respect
thereto.
5. At the sole request and expense of the Company, either before or
after the termination of my employment, I will assist the Company in acquiring
and maintaining copyright, patent, trade secret and trademark protection upon,
and confirming its title to, such Intellectual Work Product. My assistance will
include signing all applications for copyrights and patents and other documents,
cooperating in legal proceedings and taking any other steps considered desirable
by the Company.
6. In the event the Company is unable after reasonable effort to secure
my signature on any of the documents referenced in Paragraph 5 above, whether
because of my physical or mental incapacity or for any other reason whatsoever,
then I hereby irrevocably designate and appoint the
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Company and its duly authorized officers and agents as my agent and
attorney-in-fact, to act for and in my behalf and stead to execute and file any
such documents and to do all other lawfully permitted acts to further the
prosecution and issuance of any such trade secret, patent, copyright, trademark,
or other analogous protection, with the same legal force and effect as if
executed by me.
7. For the one (1) year period immediately following the termination of
my employment with the Company, I will not, directly or indirectly, employ,
engage or retain, or arrange to have any other person or entity employ, engage
or retain any person who is an employee, contractor, consultant or agent of the
Company or shall have been employed, engaged or retained by the Company as an
employee, contractor, consultant or agent at any time during the one (1) year
period preceding the date upon which my employment with the Company is
terminated; additionally, I will not, directly or indirectly, influence or
attempt to influence any such person to terminate or modify his or her
employment arrangement or engagement with the Company.
8. If the Company provides me with travel advances or other advances of
expenses in connection with my employment, I will make a prompt settlement of
all such advances after completion of the travel and other activities. If I owe
any money to the Company at the time of termination of employment, then it may
be deducted from any money otherwise owed to me by the Company.
9. I will devote my full time and effort to my employment and will at
all times act and perform the duties of my employment with honesty, integrity,
good faith, responsibility, and I will comply with all rules, regulations and
policies of the Company.
10. I am not subject to any other agreement that I will violate by
signing this Agreement or which prevents me from disclosing confidential
information. I agree to disclose the existence and terms of this Agreement to
any employer for which I may work during the term of this Agreement (which
employment is not hereby authorized) or after the termination of my employment
at the Company.
11. This Agreement constitutes the complete agreement between the
Company and me and supersedes all prior agreements, oral or written including
without limitation, any employment agreements between me and the Company, and
any other communication relating to the subject matter of this Agreement. This
Agreement may not be amended or modified except in writing and will be governed
by the laws of the State of New Jersey without regard to conflicts of law
principles. If any provision or portion of any provision of this Agreement shall
be determined to be void, invalid or unenforceable for any reason, then the
validity and enforceability of the remaining provisions or portions of
provisions will not be affected. The Company may assign this Agreement to, and
this Agreement will bind and inure to the benefit of, any parent, subsidiary,
affiliate or successor of the Company. I acknowledge that this Agreement is not
assignable by me. Except as otherwise provided by the immediately subsequent
sentence of this provision, I agree that any suit, action or other legal
proceeding arising out of or relating to this Agreement, including, but not
limited to, any action commenced by the Company for preliminary or permanent
injunctive or other equitable relief, will be instituted in the United States
District Court for the District of New Jersey, or if such court does not have or
will not accept jurisdiction, in any court of general jurisdiction in Burlington
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County, New Jersey, and I consent and submit to the personal and exclusive
jurisdiction of such courts in any such suit, action or proceeding. This
provision shall not prevent the Company from seeking to enforce this Agreement
in any other court of competent jurisdiction. I agree that service of process
upon me may be effected by certified mail or by any other means permitted by
law, and I waive any objection which I may have to the laying of venue of any
such suit, action or proceeding in any such court and any claim or defense of
inconvenient forum. If an action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, then the prevailing party shall be
entitled to recover, in addition to any other relief, reasonable attorneys'
fees, costs and disbursements.
12. I acknowledge that it is impossible to measure fully in monetary
damages the injury that will be caused to the Company in the event of a breach
or threatened breach of this Agreement, and I waive the claim or defense that
the Company has an adequate remedy at law. I will not, in any action or
proceeding to enforce the provisions of this Agreement, assert the claim or
defense that such a remedy at law exists. The Company will be entitled to
injunctive relief to enforce the provisions of this Agreement, without prejudice
to any other remedies the Company may have at law or in equity.
13. I acknowledge that this Agreement does not constitute a right to
continued employment and my employment by the Company may be terminated by the
Company at any time, with or without cause.
Witness: Agreed and Accepted:
Signature: Signature:
---------------------------- ------------------------
Company Representative
Name:
-----------------------------
Date:
-----------------------------
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