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EXHIBIT 6B
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
THIS AGREEMENT, is made and entered into between XxxXxxxxx00.xxx, Inc.,
a Nevada corporation ("Corporation"), and the individual identified on the
signature page hereof, being one of the owners of certain technology and related
business operations and know-how ("Property") which is it desirous of selling to
Corporation ("Signatory").
WITNESSETH:
WHEREAS, Corporation has agreed to purchase the Property but only upon
the precondition that this Agreement be first executed by the Signatory and
other persons similarly situated;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration receipt of which is hereby acknowledged, the parties
hereby agree as follows:
1. NON-COMPETITION.
A. Signatory agrees that so long as he is either an employee,
officer, director, shareholder or consultant to the Corporation (whether
directly or indirectly through the ownership of any corporation, partnership or
other entity) and for a period of three (3) years thereafter, he shall not,
directly or indirectly, through any corporation, partnership, company or any
other person or entity:
(i) compete directly or indirectly in any manner whatsoever with the
business or operations of the Corporation;
(ii) solicit, entice, persuade or induce any individual how is then or
has been within the preceding twelve-month period an employee, officer,
director, shareholder or consultant to the Corporation to terminate his or her
employment with the Corporation or to become employed by or enter into
contractual relations with any other individual or entity, and Signatory shall
not approach any such person for any purpose or authorize or knowingly approve
the taking of any such actions by any other individual or entity;
(iii) solicit, entice, persuade or induce any individual or entity
which is then or has within the preceding twelve-month period been a client,
customer or supplier of the Corporation to terminate its contractual or other
relationship with the Corporation, and Signatory shall not approach any such
client, customer or supplier for such purpose or authorize or knowingly approve
the taking of any such actions by any other individual or entity;
(iv) offer, directly or indirectly, to any party which has been a
customer of the Corporation, which has been solicited as a customer of the
Corporation in the preceding twelve-month period, or which is a potential
customer of the Corporation and is known or reasonably known to the Signatory to
be a potential customer of the Corporation because of the business and affairs
it then conducts, any product or service which competes with, or materially
replicates, any product or service (or is a reasonable extension of any such
product or service) offered by the Corporation, or perform services for, or
accept employment with or act as agent, consultant, adviser, officer or partner
for, or acquire
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any interest in (or negotiate with respect to the acquisition of) any entity,
product or service which competes with, or materially replicates any product or
service (or is a reasonable extension of such product or service) offered by the
Corporation , except that nothing contained herein shall prevent or restrict
Signatory from owing or acquiring, directly or indirectly, not more than 1% of
the securities of any publicly-held and traded corporation for the purpose of
passive investment; or
(v) solicit, entice persuade or induce any employee, officer,
director, shareholder or consultant to the Corporation to engage in any activity
which, were it done by Signatory, would violate any provision of this Agreement.
B. Signatory acknowledges that because of the nature of the
Corporation's business and operations there is no geographical restriction
contained in this Agreement and no restriction as to specific clients or
customers or prospective clients or customers.
C. Signatory agrees that prior to the commencement of any employment
or business relationship with a new employer or associate in a business similar
to that of the Corporation, he will furnish the new employer or associate, as
the case may be, with a copy of this Agreement. Signatory also agrees that the
Corporation may advise any new or prospective employer or associate of the
Signatory of the existence and the terms of this Agreement and furnish a copy
hereof to said employer or associate.
2. TRADE SECRET PROTECTION.
(i) In the course of his relationship with the Corporation, Signatory
understands and acknowledges that he will have access to confidential
information, technical or non-technical data, formulae, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data,
lists of actual or potential customers or supplies, records, specifications, and
other knowledge owned by the Corporation, including those referred to in P. 3 of
this Agreement, business methods, plans, policies and/or personnel of the
Corporation, all of which constitutes the trade secrets and proprietary
information of the Corporation (hereinafter, "trade secrets"). Signatory agrees
that at no time during or after his relationship with the Corporation shall the
Signatory remove or caused to be removed from the premises of the Corporation
any record, file, memorandum, document, equipment or like item relating to the
business of the Corporation or its trade secrets except in furtherance of his
duties to the Corporation, and, immediately following the termination of
Signatory's relationship with the Corporation or at any other time at the
request of the Corporation or any person authorized thereby, all such records,
files, memoranda, documents, equipment or trade secrets then in Signatory's
possession shall promptly be returned to the Corporation.
(ii) Signatory further agrees that, during and after his relationship
with the Corporation, he shall not without the prior written approval of the
Corporation or any person authorized thereby, disclose to any person, other than
those specifically authorized by the Corporation or any person authorized
thereby and to whom such disclosure is reasonably necessary or appropriate in
connection with the performance by him of his duties to the Corporation, any
trade secrets obtained by him during or in furtherance of his relationship with
the Corporation, whether or not he knows or has reason to believe will be
damaging to the Corporation; provided, however, that the above shall
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not preclude disclosure of any information which is generally known to the
public (other than as a direct or indirect result of unauthorized disclosure by
the Signatory or others similarly situated).
3. INTELLECTUAL PROPERTY.
(i) This P. 3 covers all inventions, developments, and improvements
("Inventions") conceived, invented or suggested during the period of Signatory's
relationship with the Corporation, whether conceived, invented or suggested
during normal business operations or during his own personal time, including
Inventions conceived, invented or suggested prior to the execution of this
Agreement and regardless of whether or not a patent is applied for or obtained
during the period of said relationship for any such Invention.
(ii) All Inventions conceived, invented or suggested by Signatory
relating to any matter or thing, including processes and methods of production,
connected in any way with any business or activity of the Corporation, shall
immediately be brought to the attention of the Corporation in writing.
(iii) If an Invention is related, directly or indirectly, in any way
with work performed for the Corporation, Signatory shall, at the sole option of
Corporation, either promptly apply for and seek to obtain a patent on such
Invention, or, if requested by the Corporation, cooperate fully with the
Corporation in Corporation's obtaining a patent on such Invention. Signatory
agrees that he shall unconditionally assign to the Corporation all of his
rights, title and interest to any such patent on any such Invention immediately
upon obtaining the same or, if requested by the Corporation, assign to the
Corporation all of his rights, title and interest to such Invention prior to
applying for such patent.
(iv) Signatory understands and acknowledges that the Corporation is
retained from time to time by others to perform services that may similarly
result in the conceiving of Inventions. Signatory agrees that all such
Inventions will be deemed covered by the provisions of this P. 3.
(v) In connection with the foregoing provisions of this P. 3, the
Signatory agrees to execute any and all instruments, documents or papers which
Corporation shall deem necessary or advisable in furthering the intent of this
P. 3.
(vi) Without limiting the foregoing, Signatory agrees that this P. 3
shall be deemed to relate to and cover any and all computer programs or systems,
whether or not patentable, developed or worked on by Signatory, which shall be
deemed to remain the sole and exclusive property of Corporation. Signatory
further agrees that, whether or not said programs or systems shall be
patentable, he shall have no right or claim any interest to said programs or
systems. Corporation shall be deemed the owner of said programs or systems and
shall be deemed the exclusive owner of any copyrights therein.
4. INDEMNIFICATION.
The Signatory hereby agrees to indemnify and hold harmless, the
Corporation, its officers, directors, employees, agents, consultants and
attorneys (herein, the "Indemnified Parties") from and against any loss,
expense, damage or injury suffered or sustained by any of the Indemnified
parties
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by reason of any breach or alleged breach of the terms of this Agreement or by
reason of any breach or alleged breach of the terms of any other agreement
between the Signatory and the Corporation entered into in furtherance of this
Agreement, including, but not limited to any judgment, award, settlement,
attorneys' fees and other costs or expenses incurred in connection with the
Corporation's bringing of any lawsuit against the Signatory for any breach or
alleged breach of this Agreement or incurred in connection with the defense of
any actual or threatened action, proceeding or claim arising, directly or
indirectly, as a result of the breach of this Agreement by the Signatory.
5. ASSIGNMENT.
This Agreement shall inure to the benefit of and be binding upon the
Corporation, its successors and assigns, including without limitation, any
person, partnership or other entity which may acquire all or substantially all
of the Corporation's assets or business, or with or into which the Corporation
may be consolidated or merged, and shall be binding upon the Signatory, his
successors, assigns, executors and personal representatives, except that this
Agreement may not be assigned by the Signatory without the prior written consent
of the Corporation.
6. APPLICABLE LAW.
This Agreement shall be construed according to the laws of the State of
Nevada. In furtherance thereof, the Corporation shall have all legal and
equitable remedies provided by any Nevada statute dealing with Trade Secrets and
the common law. It is expressly agreed that, notwithstanding such applicable
law, the United States Copyright Act shall be deemed equally applicable to any
breach of the terms of this Agreement by the Signatory, the Signatory thereby
waiving any claim of preemption of state law by said Act.
7. ENFORCEABILITY.
The invalidity or unenforceability of any particular provision or
provisions of this Agreement shall not affect or impair the other provisions
herein and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision or provisions were omitted.
8. INJUNCTIVE RELIEF.
Signatory acknowledges that any breach by it of this Agreement cannot
reasonably or adequately be compensated in damages in an action at all and that
breach of this Agreement would result in irreparable and continuing harm to the
Corporation. Signatory therefore agrees that in addition to any other remedy
which the Corporation may have at law or equity for any breach of this
Agreement, the Corporation shall be entitled to injunctive relief for a breach
of this Agreement by Signatory. Signatory agrees as aforesaid to pay any costs
and expenses including attorneys' fees incurred by the Corporation in connection
with the obtaining of any such injunctive relief.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 15th day of June, 1999.
XxxXxxxxx00.xxx, Inc.
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By:
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("Signatory")
