EX-10.16 10 a2218872zex-10_16.htm EX-10.16 CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT
Exhibit 10.16
This Confidential Information, Invention Assignment, Work For Hire, NonCompete and No Solicit/No Hire Agreement (“Agreement”) is made as of February 28, 2009 (the “Effective Date”) by and between 2tor, Inc., with its primary corporate office located at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (“2tor”), and Xxxxxx Xxxxx (“Employee”).
R E C I T A L
2tor and Employee are engaged or shall become engaged in a business relationship whereby Employee shall be employed by 2tor and, in the course of fulfilling Employee’s duties to 2tor, be placed in a position of trust and exposed to and/or acquire and/or create certain confidential and/or proprietary information (as defined and described below) of 2tor; and
Employee desires to promise, and 2tor desires to have Employee make certain promises, upon the terms and subject to the conditions set forth herein;·
(b) “Confidential Information” shall mean any and all information, data or knowledge disclosed by 2tor to Employee or learned by Employee about 2tor in connection with Employee’s employment with 2tor, or created or developed (in whole or in part) by Employee in the course of Employee’s employment with 2tor, whether written or oral, and if written, however produced or reproduced, whether or not marked or specifically designated as confidential or proprietary, which is confidential or proprietary information of 2tor, treated as confidential or proprietary by 2tor, or not generally known by non-2tor personnel. Confidential Information shall include, but not be limited to, client/customer lists (including but not limited to 2tor or USC student lists), prospective client/customer lists (including but not limited to 2tor or USC prospective student lists), actual or prospective student personal information collected by 2tor and/or by USC, business plans, technical data, business and industry research, techniques,
trademarks, copyrights, processes, data compilations, concepts, “know-how,” finances and financial data, marketing and development techniques, plans and materials, projections, operations, trade secrets, competitive advantages, legal and personnel practices and any other non-public information that, if used or disclosed to others by Employee, would cause competitive or other injury to 2tor. Confidential Information shall also include any information which 2tor obtains from any third party (including but not limited to USC) that Employee knows or should know constitutes such third party’s confidential information. Confidential Information shall not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of the Employee or of others who were under confidentiality obligations as to the item or items involved.
3. Inventions and Work for Hire.
(a) Inventions Retained and Licensed. Employee has attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to the date hereof (collectively referred to as “Prior Inventions”), which belong to Employee, which relate to 2tor’s proposed business, products, programs or research and development, and which Employee does not assign to 2tor hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If Employee incorporates into a 2tor product, process, method or service a Prior Invention owned by Employee or in which Employee has an interest, Employee hereby grants to 2tor and 2tor shall have a nonexclusive, royalty-free, irrevocable, perpetual and worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process, method or service.
during the term of Employee’s employment with 2tor. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by 2tor. The records will be available to and remain the sole property of 2tor at all times.
(d) Patent and Copyright Registrations. Employee agrees to assist 2tor, or its designee, at 2tor’s expense, in every proper way to secure 2tor’s rights in the Inventions and any copyrights, patents, or other intellectual property rights relating thereto in any and all countries, including the disclosure to 2tor of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which 2tor shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to 2tor, its successors and assigns, the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, or other intellectual property rights relating thereto. Employee further agrees that the obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination, expiration or completion of Employee’s employment with 2tor for any reason. If 2tor is unable because of Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to 2tor as above, then Employee hereby irrevocably designates and appoints 2tor and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrations thereon with the same legal force and effect as if executed by Employee.
employment or during the three (3) month period immediately prior to Employee’s termination of employment.
8. Voluntary Nature of Agreement. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY 2TOR OR ANYONE ELSE. EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND THAT EMPLOYEE HAS ASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT. FINALLY, EMPLOYEE ACKNOWLEDGES TO HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.
(a) Governing Law; Consent to Jurisdiction. This Agreement and any claim or dispute arising out of or related to this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, will be governed by and construed in accordance with the laws in effect in the State of New York, without giving effect to its conflicts of law principles which would apply the laws of any other jurisdiction. Each party irrevocably consents and agrees that any legal action, suit or proceeding against either of them arising out of, relating to or in connection with this Agreement or disputes relating hereto (whether for breach of contract, tortuous conduct or otherwise) will be brought only in the state or federal courts residing in the State of New York, New York County, and hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts, with respect to any such action, suit or proceeding.
[SIGNATURE PAGE FOLLOWS]
AGREED AND ACCEPTED: |
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2TOR, INC. |
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By: |
/s/ Xxxxxx Xxxxx |
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Date: |
3/11/09 |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Treasurer |
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Employee |
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/s/ Xxxxxx Xxxxx |
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Date: |
3/11/09 | |
Signature |
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Xxxxxx Xxxxx |
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Print Name: Xxxxxx Xxxxx |
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SIGNATURE PAGE TO CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT
Exhibit A
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
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Date |
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Identifying Number or Brief Description |
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x No inventions or improvements
o Additional Sheets Attached
Signature of Employee: |
/s/ Xxxxxx Xxxxx |
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Print Name of Employee: |
Xxxxxx Xxxxx |
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Date: |
3/15/09 |
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Exhibit B
2TOR, INC.
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to 2tor, Inc., its subsidiaries, affiliates, successors, assigns or third parties engaged in a business relationship with 2tor in which such information was exchanged (together, “2tor”).
I further certify that I have complied with all the terms of 2tor’s Confidential Information, Invention Assignment, Work for Hire and No Solicit/No Hire Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.
I further agree that, in compliance with the Confidential Information, Invention Assignment, Work For Hire and No Solicit/No Hire Agreement, I will preserve as confidential all Confidential Information as that term is defined under that agreement.
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(Employee’s Signature) |
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(Type/Print Employee’s Name) |
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(Dated) |