NON-DISCLOSURE, PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Exhibit 10.12
NON-DISCLOSURE,
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
As an
employee of Verecloud Inc., its subsidiaries or its affiliates together, the
“Company”, and as a condition of my employment by the Company and in
consideration of the compensation now and hereafter paid to me, I agree to the
following (the “Agreement”):
1. Maintaining
Confidential Information
(a) Company Confidential
Information. I agree at all times during the term of my
employment and thereafter to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation, without the written authorization of the Owner of the Company, any
trade secrets, confidential knowledge and information (including knowledge and
information that does not necessarily qualify as trade secrets under applicable
laws but is treated as confidential information by the Company), or data or
other proprietary information of the Company. By way of illustration
and not limitation, this shall include information relating to the Company's
customers, products, work processes, know-how, methods, software, developmental
work, improvements, discoveries, plans for marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and costs,
suppliers and customers, and information regarding the skills and compensation
of other employees of the Company.
(b) Third-Party Confidential
Information. I recognize that the Company has received and in
the future will receive confidential or proprietary information from third
parties subject to a duty on the Company’s part to maintain the confidentiality
of such information and, in some cases, to use it only for certain limited
purposes. I agree that I owe the Company and such third parties, both
during the term of my employment and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to,
except as is consistent with the Company’s agreement with the third party,
disclose it to any person, firm or corporation or use it for the benefit of
anyone other than the Company or such third party, unless expressly authorized
to act otherwise by an officer of the Company.
2. Assignment
of Inventions and Original Works.
I agree that
I will make prompt written disclosure to the Company, will hold in trust for the
sole right and benefit of the Company, and hereby assign to the Company all my
right, title and interest in and to any ideas, inventions, original works of
authorship, developments, improvements or trade secrets which I may solely or
jointly conceive to reduce to practice, or cause to be conceived or reduced to
practice, during the period of my employment with the Company and thereafter my
employment. This Agreement will not be deemed to require assignment
of any invention developed entirely on my open time without using the Company’s
equipment, supplies, facilities or trade secrets and neither related to the
Company’s actual or anticipated business, research or development, nor resulted
from work performed by me for the Company.
3. No
Conflicts or Solicitation.
For the
period of my employment by the Company and for one (1) year following my
termination, I will not interfere with the business of the Company by (i)
soliciting, attempting to solicit, inducing, or otherwise causing any employee
of the Company to terminate his or her employment in order to become an
employee, consultant or independent contractor to or for any other entity
engaged in marketing or selling the type of products and services offered by the
Company or (ii) directly soliciting the business of any customer or client of
the Company, other than on behalf of the Company, for the type of products and
services offered by the Company and (iii) solicit employment or gain employment
with any of the Company’s clients or prospects.
4. Covenant Not to Compete.
(a) For the
period of my employment by the Company and for one (1) years following my
termination, I will not directly or indirectly engage in (whether as an
employee, consultant, proprietor, partner, director or otherwise), or have any
ownership interest in, or participate in the financing, operation, management or
control of, any person, firm, corporation, or business that engages in a
“Restricted Business” in a “Restricted Territory” (as defined
below). It is agreed that ownership of (i) no more than ten percent
(10%) of the outstanding voting stock of a publicly traded corporation or (ii)
any stock I presently own or (iii) any options or other rights to acquire shares
of a company’s capital stock I presently own shall not constitute a violation of
this provision.
(b) As
used herein, the terms:
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i.
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“Restricted
Business” shall mean any competitive local professional employer,
organization, human resource business process outsourcer, human resources
professional services and or any business which otherwise engages in any
other manner in any business which is competitive with the
Company.
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ii.
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“Restricted
Territory” shall mean all regions within a fifty-mile radius of those
cities in which the Company operates, or has disclosed to you that it
intends to operate, a business.
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5.
Return
of Company Documents.
When I leave
the employ of the Company, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all documents and
other property, together with all copies thereof (in whatever medium recorded)
belonging to the Company, its successors, or assigns whether kept at the
Company, home, or elsewhere. I further agree that any property
situated on the Company’s premises and owned by the Company, including disks and
other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice.
6.
Legal and Equitable Remedies.
Because my
services are personal and unique, because I may have access to and become
acquainted with the proprietary information of the Company, and because I
recognize that a breach of this Agreement would cause irreparable harm to the
Company, I agree that the Company shall have the right to enforce this Agreement
and any of its provisions by seeking injunctive relief, specific performance or
other equitable relief, as well as monetary relief, without bond and without
prejudice to any other rights and remedies that the Company may have for a
breach of this Agreement. Should the Company take actions to enforce
this Agreement due to my breach thereof, the Company shall be entitled to
recover its attorneys' fees, costs, and expenses from me.
7.
Not an Employment Contract
I agree and
understand that nothing in this Agreement shall confer any right with respect to
continuation of my employment by the Company, nor shall it interfere in any way
with my right or the Company’s right to terminate my employment at any time,
with or without cause.
8.
General Provisions.
(a) Governing Law. This
Agreement will be governed by and construed according to the laws of the State
of Colorado, excluding conflicts of laws principles. I herby
expressly consent to the personal jurisdiction of the state and federal courts
located in Colorado for any lawsuit filed there against me by the Company
arising from or relating to this Agreement, or such other location as the
Company’s principal executive office may then be located.
(b) Severability. If
one or more of the provisions in this Agreement are deemed unenforceable by law,
then the remaining provisions will continue in full force and
effect. Moreover, if any restriction set forth in Sections 3 or 4
hereof is found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to extend
only over the maximum period of time, range of activities or geographic area as
to which it may be enforceable.
(c) Benefit; Binding
Effect. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors and its assigns.
(d) Survival. The
provisions of this Agreement shall survive the termination of my employment and
the assignment of this Agreement by the Company to any successor in interest or
other assignee.
(e) No Strict
Construction. The language in this Agreement shall be deemed
to be the language jointly chosen by the Parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
Party.
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 and agree to its terms.
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Dated:
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| June 22, 2010 | |||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Address: |
0000
Xxxxx Xxxxxxxxx Xxxxx Boulevard
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Number
400, Englewood, Colorado 80111
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| Signature: | /s/ Xxxxxxx X. Xxxxxxx | ||
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Accepted
and Agreed To:
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| By: | /s/ Xxxx Xxxxxxx | ||
| Name: | Xxxx Xxxxxxx | ||
| Title: | Chief Operating Officer | ||
