Exhibit 10.85
EMPLOYEE AGREEMENT
In exchange for my becoming employed (or my employment being continued) by
Aspect Communications Corporation, or its subsidiaries, affiliates, or
successors (hereinafter referred to collectively as the "Company"), I hereby
agree as follows:
Employment at Will
I agree that this Agreement is not an employment contract and that I have the
right to resign and the Company has the right to terminate my employment at any
time for any reason, with or without cause. This is the full and complete
agreement between myself and the company and no employee or representative of
the Company has any authority to enter into any agreement to the contrary.
I will perform for the Company such duties as may be designated by the Company
from time to time. During my period of employment by the Company, I will devote
my best efforts to the interests of the Company and will not engage in other
employment with any Aspect competitor, customer or supplier without the prior
written consent of the Company. I will not accept a position with any other
company if the time demands of the position will impair my ability to fulfill my
obligations to the Company.
Definitions
As used in this Agreement the term "Inventions", means designs, trademarks,
discoveries, formulae, processes, manufacturing techniques, trade secrets,
inventions, improvements, ideas, original works of authorship or copyrightable
works, including all rights to obtain, register, perfect and enforce these
proprietary interests.
As used in this Agreement, the term "Confidential Information" means information
pertaining to any aspects of the Company's business which is either information
not known by actual or potential competitors of the Company or is proprietary
information of the Company or its customers or suppliers, whether of a technical
nature or otherwise.
Assignment of Inventions
Without further compensation, I hereby assign and agree to assign to the Company
or its designee, my entire right, title, and interest in and to all Inventions
made by me during the period of my employment unless the Invention was developed
entirely on my own time without using the Company's equipment, supplies,
facilities, or trade secret information: and (a) the Invention does not relate
at the time of conception or reduction to practice of the Invention to the
Company's business, or the Company's actual or demonstrably anticipated research
or development; and, (b) the Invention does not result from any work performed
by me for the Company, whether or not during normal working hours. No rights are
hereby conveyed in Inventions, if any, made by me prior to my employment with
this Company which are identified on the back of this Agreement or on a sheet
attached to and made a part of this Agreement, if any. I acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope of my employment and which are protectable by copyright
are "works made for hire," as that term is defined in the United States
Copyright Act as in effect of this date.
I agree to perform, during and after my employment, all acts deemed necessary or
desirable by the Company to permit and assist it, at its expense, in obtaining
and enforcing the full benefits, enjoyment, rights and title throughout the
world in the Inventions hereby assigned to the Company. Such acts may include,
but are not limited to, execution of documents and assistance or cooperation in
legal proceedings.
This Agreement does not apply to an Invention, the assignment of which to the
Company would violate applicable law, including an Invention which qualified
fully under Section 2870 of the California Labor Code. I agree to disclose in
confidence to the company all Inventions made by me to permit a determination as
to whether or not the Inventions should be the property of the Company.
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Confidential Nondisclosure
I agree to hold in confidence and not directly or indirectly to use or disclose,
either during or after termination of my employment with the Company, any
Confidential Information I obtain or create during the period of my employment,
whether or not during working hours, except to the extent authorized by the
Company, until such Confidential Information becomes generally known. I agree
not to make copies of such Confidential Information except as authorized by the
Company. I will return or deliver to the Company all tangible forms of such
Confidential Information in my possession or control, including but not limited
to drawings, specifications, documents, records, devices, models or any other
material and copies or reproductions thereof.
I represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment with the Company, and I will not
disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employer or
others.
No Solicitation
I agree that for a period of twelve (12) months immediately following the
termination of my relationship with the Company for any reason, I shall not
either directly or indirectly solicit, induce, recruit, or encourage any of the
Company's employees to leave their employment or attempt to solicit, induce,
encourage, recruit employees of the Company, either for myself or for any other
person or entity.
No Conflict
I agree not to enter into any agreement, either written or oral, in conflict
with the provisions of this Agreement. I certify that, to the best of my
information and belief, I am not a party to any other agreement which will
interfere with my full compliance with this Agreement.
Survivability
This Agreement (a) shall survive my employment by the Company (b) does not in
any way restrict my right or the right of the Company to terminate my
employment, (c) inures to the benefit of successors and assignees of the
Company, and (d) is binding upon my heirs and legal representatives.
Compliance
I certify and acknowledge that I have carefully read all of the provision of
this agreement and that I understand and will fully and faithfully comply with
such provisions.
Employee
Print Name: Xxxxxxx Xxxxxxxx Signature: /s/ Xxxxxxx Xxxxxxxx
Date: 6/19/01
Aspect Communications Corporation
Print Name: Xxxxx X. XxxXxxxxx Signature: /s/ Xxxxx X. XxxXxxxxx
Title: Staff Manager Date: 6/19/01
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LIST OF INVENTIONS
NONE
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