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EXHIBIT 10.11
INTERNAP NETWORK SERVICES CORP.
EMPLOYEE CONFIDENTIALITY, NONRAIDING AND
NONCOMPETITION AGREEMENT
In consideration of my hire and continued employment by InterNAP Network
Services Corporation ("InterNAP"), the continued compensation of me by InterNAP
during my employment, and the disclosure to me of InterNAP's confidential and
proprietary information, I agree to the following terms and conditions.
1. Employment. Employment will begin on (date of hire). While
employed by InterNAP, I shall devote my entire working time, attention,
abilities and efforts to InterNAP's business and affairs, faithfully and
diligently serve InterNAP's interests, and refrain from engaging in any business
or employment activity, except those which do not interfere with my normal
activities on InterNAP's behalf and are not with business entities which compete
directly with InterNAP. My precise services may be extended or curtailed, from
time to time, at the direction of InterNAP, and I shall assume and perform such
further reasonable responsibilities and duties as may be assigned to me from
time to time by InterNAP.
2. Termination. My employment may be terminated by either InterNAP
or me at any time and for any reason, or for no reason, in either party's sole
and absolute discretion.
3. Payment. I understand and agree that I will be compensated for
my services as follows:
(a) Base Salary. A base annual salary of (salary), payable in equal
semi-monthly installments on approximately the 1st and 15th day of each month.
4. Confidentiality and Nondisclosure. I agree that information not
generally known to the public to which I will be exposed as a result of my being
employed by InterNAP is confidential information that belongs to InterNAP. This
includes information developed by me, alone or with others, or entrusted to
InterNAP by its customers or others. InterNAP's confidential information
includes, without limitation, information relating to InterNAP's trade secrets,
research and development, inventions, know-how, software, procedures,
accounting, marketing, sales, creative and marketing strategies, employee
salaries and compensation, and the identities of customers and active prospects
to the extent not publicly disclosed (collectively, "Confidential Information").
I will hold InterNAP's Confidential Information in strict confidence, and not
disclose or use it except as authorized by InterNAP and for InterNAP's benefit.
I further acknowledge and agree that in order to enable InterNAP to
perform services for its customers or clients, such customers or clients may
furnish to InterNAP certain Confidential Information, that the goodwill afforded
to InterNAP depends upon InterNAP and its employees preserving the
confidentiality of such information, and that such information shall be treated
as Confidential Information of InterNAP for all purposes under this Agreement.
5. Noncompetition. I recognize and agree that InterNAP has many
substantial, legitimate business interests that can be protected only by my
agreement not to compete with InterNAP under certain circumstances. These
interests include, without limitation, InterNAP's contacts and relationships
with its clients and active prospects, InterNAP's reputation and goodwill in the
industry, and InterNAP's rights in its Confidential Information. Therefore, I
agree that during the term of my employment with InterNAP and for a period of
one (1) year after my employment ends for any reason whatsoever, I shall not,
voluntarily or involuntarily, directly or indirectly, on my own behalf or on the
behalf of another, approach, solicit, accept, receive or do work in the area of
Inter/Intranet connectivity and hosting services for any account that was a
client or active prospect of
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InterNAP, its parent or subsidiaries during the twelve (12) month period
immediately preceding the date my employment with InterNAP ends. I may not,
should the opportunity arise, accept a position of employment with any of the
above specified clients or active prospects.
I also agree that during the term of my employment with InterNAP and for
a period of one (1) year after my employment ends for any reason whatsoever, I
shall not employ or seek to employ any person employed by InterNAP nor solicit
or induce any such person to leave InterNAP.
6. Injunctive Relief. I acknowledge that the breach or threatened
breach of the above noncompetition and/or nondisclosure provisions would cause
irreparable injury to InterNAP that could not be adequately compensated by money
damages. InterNAP may obtain a restraining order and/or injunction prohibiting
my breach or threatened breach of the noncompetition and/or nondisclosure
provisions, in addition to any other legal or equitable remedies that may be
available. I agree that the above noncompetition provision, including its
duration, scope and geographic extent, is fair and reasonably necessary to
protect InterNAP's client relationships, goodwill, Confidential Information and
other protectable interests.
7. Possession. I agree that upon request by InterNAP, and in any
event upon termination of employment for any reason, I shall turn over to
InterNAP all documents, notes, papers, data, files, office supplies or other
material or work product in my possession or under my control which was created
pursuant to, is connected with or derived from my services to InterNAP, or which
is related in any manner to InterNAP's business activities or research and
development efforts, whether or not such material is currently in my possession.
8. Waiver of Breach. The waiver of any breach of any provision of
this Agreement or the failure to enforce any provision shall not be construed as
a waiver of any later breach by any party.
9. Enforcement and Severability. If any portion of this Agreement
becomes invalid or unenforceable, the rest of the Agreement shall be construed
as if the invalid or unenforceable portion was omitted. The noncompetition and
nondisclosure provisions shall be enforceable against me notwithstanding the
existence of any claim I may have against InterNAP.
10. Governing Law. This Agreement shall be governed by the internal
laws of the state of Washington without giving effect to provisions related to
choice of laws or conflict of laws. Venue and jurisdiction of any lawsuit
involving this Agreement or my employment shall exist exclusively in state and
federal courts in King County, Washington, unless injunctive relief is sought by
InterNAP, and in InterNAP's judgment, may not be effective unless obtained in
some other venue.
11. Attorneys' Fees. In any lawsuit arising out of or relating to
this Agreement or my employment, including without limitation arising from any
alleged tort or statutory violation, the prevailing party shall recover its
reasonable costs and attorneys' fees, including on appeal.
12. General. This Agreement may be modified, supplemented and/or
amended only by a writing that both I and InterNAP sign. This Agreement, as it
may be so amended, is the complete and final expression of my agreement with
InterNAP on the subjects covered, and shall control over any other statement,
representation or agreement on these subjects.
I have read this Agreement before signing it, and I acknowledge receipt
of a signed copy.
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(employee name)
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