MEDIA METRIX, INC.
CONFIDENTIALITY AND NONCOMPETITION
AGREEMENT
I understand that in connection with my employment by Media Metrix,
Inc., a Delaware corporation ("Media Metrix"), I will have access to various
proprietary or confidential information, not generally known to others,
including, but not limited to, its computer software designs, computer
passwords, computer object codes, sampling/projection/adjustment methodologies,
panel balancing schema, sample selection programs, modeling codes/formulae,
client revenue/project information, proprietary data obtained from or about
clients, research and development plans, customer lists, financial and pricing
information, trade secrets and general business and operating plans. I recognize
that the growth and stability of Media Metrix depends on its possession of such
proprietary or confidential information and its ability to rely on its employees
not to accidentally or intentionally appropriate and distribute such information
to competitors or other outside personnel, or use such information for their own
personal benefit or to the disadvantage of Media Metrix.
Therefore, in consideration of my employment or continued employment
by Media Metrix, I agree as follows:
1. Unfair Competition. I acknowledge and agree that the sale or
unauthorized use or disclosure of any of Media Metrix's trade secrets I obtain
during my employment with Media Metrix constitutes unfair competition. I promise
and agree not to engage in any unfair competition with Media Metrix either
during the term of my employment or at any time thereafter. Media Metrix's trade
secrets are defined as all information, including the information specified in
the first paragraph of this Agreement, pertaining to Media Metrix's books,
records, accounts, customer trade lists, rates and all information generally
pertaining to operations, which is not generally known to others, and which
gives Media Metrix an advantage over competitors who do not know of or use the
trade secret.
2. Noncompetition During Term of Employment. During the term of my
employment, I shall not, directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate officer,
director or in any other individual or representative capacity, engage or
participate in any business that competes in any manner whatsoever with the
business of Media Metrix, is a supplier to Media Metrix or is seeking to do
business with Media Metrix, nor shall I otherwise in any way use any of Media
Metrix's proprietary or confidential information for personal benefit or to the
disadvantage of Media Metrix; provided, however, that the provisions of this
paragraph shall not apply to investments in publicly traded shares of stock
which constitute less than one percent of the outstanding shares of such stock.
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3. Solicitation of Customers After Termination of Employment. I
specifically acknowledge and agree that the names and addresses of Media
Metrix's customers constitute trade secrets of Media Metrix. For a period of one
(1) year immediately following any voluntary termination of my employment with
Media Metrix or termination of such employment by Media Metrix for cause, I
shall not directly or indirectly make known to any person, firm or corporation
the names or addresses of any of Media Metrix's customers or any other
information pertaining to them, or call on, solicit, take away or attempt to
call on, solicit or take away from Media Metrix, by offering similar or
competitive products or services, any customers or any business of any of the
customers of Media Metrix on whom I called or with whom I become acquainted
during my employment with Media Metrix, either for myself or for any other
person, firm or corporation.
4. Solicitation of Employees of Media Metrix. During the term of my
employment, other than in the performance of my duties to Media Metrix, I shall
not directly or indirectly solicit or encourage to leave the employment of Media
Metrix or any of its affiliates any employee of Media Metrix or its affiliates.
For the period of one (1) year following the termination of my employment with
Media Metrix, I shall not directly or indirectly solicit or encourage to leave
the employment of Media Metrix or any of its affiliates, any employee of Media
Metrix or its affiliates.
5. Ownership and Return of Media Metrix's Property. All records of
the accounts of customers, and any records and books relating in any manner
whatsoever to the customers of Media Metrix, whether prepared by me or otherwise
coming into my possession, shall be the exclusive property of Media Metrix
regardless of who actually purchased, prepared, obtained or created the original
book or record. I shall immediately, upon any termination of my employment,
return to Media Metrix all such books and records and all other property in my
possession or under my control belonging to Media Metrix, and shall return all
such property in good condition, ordinary wear and tear and damage by any cause
beyond my reasonable control excepted. Any ideas, suggestions, presentations,
research, discoveries, designs, processes or creations and the like, and any
copyrights, patents or other intellectual property rights arising therefrom,
conceived or made by me, individually or with others, having relation to, or
within the performance of, my services to Media Metrix, shall be the sole and
exclusive property of Media Metrix. I covenant and agree, upon Media Metrix's
request and for no additional compensation, either during or after the term of
my employment with Media Metrix, to execute and deliver to Media Metrix any
instruments of assignment or conveyance with regard to the rights described in
the immediately preceding sentence which may be so requested.
Because of the unique nature of Media Metrix's secrets and other
proprietary or confidential information, and because of the inadequacy of
monetary awards for breaches of my agreements and obligations set forth in this
Agreement, I further agree that if I fail to comply with any such agreement or
obligation, or in the event of a breach or threatened breach of any agreement or
obligation herein, in
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addition to any other remedies available to Media Metrix at law or in equity,
Media Metrix will be entitled to injunctive relief, without the posting of any
bond or other security, to enforce the provisions of this Agreement and will be
entitled to recover its reasonable attorneys' fees and expenses incurred in
conjunction with such proceedings.
I also specifically recognize and agree that this Agreement shall
not be construed as creating or evidencing any separate or independent
obligation of Media Metrix to hire or to retain me as its employee for any
specified period of time or to assign to me any particular duties or
responsibilities.
This Agreement contains the full and complete understanding of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, representations and understandings whether oral or written.
I have read and agree to the terms
of this Agreement.
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Date:
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Witness:
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