Exhibit 10.14.2
VIA XXX.XXXXX, INC.
EMPLOYEE CONFIDENTIALITY AGREEMENT
As an employee whom will perform services for compensation for VIA XXX.XXXXX,
Inc., (the "Company"), I agree to the following:
1. Confidential Information ("Proprietary Information"); the Company's
Ownership of Proprietary Information.
Please read the definition of "the Company's Proprietary Information."
"Proprietary Information" shall mean trade secrets, confidential information,
data or any other proprietary information of the Company and all affiliates and
subsidiaries of the Company. "Proprietary Information" includes but is not
limited to: (a) inventions, trade secrets, ideas, processes, formulae, source
and object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques (hereinafter
collectively referred to as "Inventions"); (b) information regarding plans for
research, development, new products, acquisitions, marketing and selling,
business plans, budgets and unpublished financial statements, prices and costs,
suppliers and customers; and (c) information relating to personnel, investors
and capital structure.
I agree to keep the Company's Proprietary Information in strict confidence. I
will not disclose, use, lecture upon, or publish any of the Company's
Proprietary Information, except as required in the course of my work for the
Company. I agree to abide by these restrictions with respect to any Proprietary
Information of any third party to the extent I receive such information in the
course of my employment with the Company.
I agree that all Company Proprietary Information is solely owned by the Company.
In other words, all right, title, and interest in any Company Proprietary
Information shall be the exclusive property of the Company and any patent
rights, copyrights, mask work rights, trade secret rights, and all other rights
recognized throughout the world shall be considered the exclusive property of
the Company.
2. Assignment of Inventions.
I agree that the Company owns any and all Inventions that I create during my
employment with the Company. I agree to assign to the Company all rights,
title, and interest in any Inventions along with all relevant Proprietary Rights
developed in part or in whole by me during the period of my employment with the
Company. Inventions assigned to the Company are hereinafter referred to as
"Company Inventions."
I concede that my efforts as well as the fruits of my efforts for the Company
are under the exclusive right and control of the Company. I acknowledge that
all original works of authorship which are made by me (solely or jointly with
others) within the scope of my employment are "works made for hire" of the
Company. The term "works made for hire," shall be equivalent in meaning to the
term as defined by the United States Copyright Act (17 U.S.C., Section 101).
3. Enforcement or Proprietary Rights.
It may be necessary to have me execute documents confirming the Company's
ownership of results from my work for the Company, and I agree to execute such
documents as the Company may request from time to time whether during my
employment or after.
In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, 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 to execute, verify and file any
such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph thereon with the same legal force and effect
as if executed by me. I hereby waive and quitclaim to the Company any and all
claims, of any nature whatsoever, which I now or may hereafter have for
infringement of any Proprietary Rights assigned hereunder to the Company.
4. Obligation to Keep Company Informed.
During and for one year after my employment, I will inform the Company of any
and all of my Inventions. In addition, after termination of my employment, I
will disclose all patent applications filed by me within one year after the
termination of my employment.
5. Prior Inventions.
If I produced Inventions before my employment with the Company, they are
excluded from the scope of this Agreement.
To prevent any possible uncertainty, the attached Exhibit A lists all Inventions
that I, alone or jointly with others, have conceived, developed, or reduced to
practice, or caused to be conceived, developed, or reduced to practice prior to
the commencement of my employment with the Company. I may
add to the list at a later time if I later recall previously-conceived
Inventions that I have not listed at this time. I consider all such listed
Inventions to be my property or the property of third parties and I deem them
excluded from the scope of this Agreement. If disclosure of any such Invention
on Exhibit A would cause me to violate any prior confidentiality agreement, I
understand that I am not required to list such Inventions in Exhibit A; however,
should this situation occur, I will inform the Company that all Inventions have
not been listed.
6. Additional Activities.
I will only work for or conduct business with the Company during my employment;
also, I will not hire an employee of the Company for one year after my
employment. I agree that during the period of my employment with the Company I
will not engage in any employment or business activity without the Company's
express written consent, other than for the Company. For the period of my
employment and for one year after my employment with the Company, I, as a
proprietor, partner, stockholder, employee, agent, representative, or otherwise,
will not hire, engage, or attempt to hire or engage, directly or indirectly, any
employee of the Company.
7. No Improper Use of Materials.
During my employment with the Company I will not disclose any confidential or
proprietary information regarding any former employer. I agree not to bring,
even inadvertently, any books, drawings, notes, and materials, which I may
possess, that concern any of my former employers.
8. No Conflicting Obligation.
I have no prior agreements that conflict with my employment with the Company or
with this Agreement. I represent that my compliance with this Agreement does
not and will not breach any agreement, which I entered prior to my employment,
to keep information acquired by me in confidence. I have not entered into and I
will not enter into, any written or oral agreement that henceforth may be in
conflict with this Agreement.
9. Return of Company Documents.
When I leave the employ of the Company, I will return all Company items and
property in my possession. I agree to turn over to the Company all notes, data,
diskettes, tapes, reference items, sketches, drawings, memoranda, records, and
other materials in my possession or control that, in any way, relate to any of
the Company Proprietary Information.
10. Legal and Equitable Remedies.
This Agreement will be enforced using all available legal and equitable
remedies. Because my services are personal and unique and because I may have
access to Proprietary Information, the Company shall have the right to enforce
this Agreement and any of its provisions by injunction, specific performance, or
other equitable relief, without bond, and without prejudice to any other rights
and remedies that the Company may have for a breach of this Agreement.
11. Notices.
Any notices required or permitted hereunder shall be given to the appropriate
party at the address specified below or at such other address as the party shall
specify in writing. Such notice shall be deemed given upon personal delivery to
the appropriate address or if sent by certified or registered mail, three days
after the date of mailing.
12. General Provisions.
12.1 Governing Law. This Agreement will be governed by and construed
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according to the laws of the Commonwealth of Virginia.
12.2 Entire Agreement. This Agreement sets forth the entire agreement and
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understanding between the Company and me relating to the subject matter hereof
and supersedes and merges all prior discussions between us. No Modification of
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing signed by the party to be
charged. Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement. As used in this
Agreement, the period of my employment includes any time during which I may be
retained by the Company as a consultant.
12.4 Successors and Assigns. This Agreement will be binding upon my heirs,
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executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors and its assigns.
12.5 Survival. The provisions of this Agreement shall survive the
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termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
12.6 Employment. I agree and understand that nothing in this Agreement shall
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confer any right with respect to continuation of employment by the Company,
nor shall it interfere in any way with my right of the Company's right to
terminate my employment at any time, with or without cause. I understand that
my employment with the Company is on an "at will" basis and may be terminated
by the Company or me at any time.
This Agreement shall be effective on the first day of my employment with the
Company, namely: 22nd June 1999.
I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING
MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S
PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT TO THE BEST OF MY KNOWLEDGE AT
THIS TIME.
/s/ X. Xxxxxxxx
Dated: 9 Nov 99 ______________________________
Name: X. Xxxxxxxx
Address: Xxxxxx Xxxxx
Xxxxxx Xxxx Xxxx
Xxxxxxxx Xxxxx
Xxxxx XX0 0XX
XX.
EXHIBIT A
VIA XXX.XXXXX, Inc.
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by VIA XXX.XXXXX, Inc. (the
"Company") that have been made or conceived or first reduced to practice by me
alone or jointly with others prior to my engagement by the Company:
_____ No inventions or improvements.
_____ See below:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_____ Due to confidentiality agreements with a prior employer, I
cannot disclose certain inventions that would otherwise be
included on the above-described list.
_____ Additional sheets attached.
2. I propose to bring to my employment the following devices, materials and
documents of a former employer or other person to whom I have an obligation of
confidentiality that are not generally available to the public, which materials
and documents may be used in my employment pursuant to the express written
authorization of my former employer or such other person (a copy of which is
attached hereto):
_____ No materials.
_____ See below:
_________________________________________________________________
_________________________________________________________________
_____ Additional sheets attached.
Date:____________________ Very truly yours,
______________________________
