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PARANET
EMPLOYMENT AGREEMENT
In consideration of my employment with Paranet, Inc., a Texas
corporation ( "Company"), the compensation paid to me as an employee, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, I, the undersigned employee of the Company, hereby agree
as follows:
1. Employment Status. I agree that my employment relationship with the Company
is an at-will relationship. Accordingly, either I or the Company may end the
employment relationship at any time, with or without cause or reason.
2. Intellectual Property Rights.
2.01. Assignment. I hereby assign, transfer, and convey to the Company
my entire right, title and interest in any and all intellectual property which
I have made or conceived or may make or conceive, whether as a sole inventor or
originator or as a joint inventor or originator with another or others, whether
made during or outside of usual working hours or upon the premises of the
Company or elsewhere, during my employment with the Company and during my
employment with any predecessor of the Company prior to the date of this
Agreement. I understand that intellectual property includes information of a
technical and a business nature such as ideas, discoveries, inventions,
improvements, trade secrets, know-how, machines, processes, methodologies,
practices, product designs, formulae, writings, proposals and other works of
authorship, theses, books, computer programs, lectures, illustrations,
photographs, sales, profits, financial figures, marketing plans, business
methods and the like, which relate in any manner to the actual or anticipated
business of the Company, affiliates or subsidiaries thereof, or relate to its
actual or anticipated areas of research and development.
2.02. Other Documents. Either during or subsequent to my employment,
upon the request and at the expense of the Company or its nominee, and for no
remuneration in addition to that due me pursuant to my employment by the
Company, (or, if subsequent to the termination of my employment with the
Company, for an hourly fee for time actually spent by me at an hourly rate
equal to my annualized monthly salary immediately prior to termination of my
employment divided by 180) but at no expense to me, I agree to execute,
acknowledge, make and deliver to the Company or its attorneys any and all
instruments which in the judgment of the Company or its attorneys may be
necessary or desirable to secure or maintain for the benefit of the Company
adequate patent, copyright and other property rights in the United States and
all foreign countries with respect to any intellectual property embraced within
this Agreement and further agree to assist the Company or its attorneys as
required to draft said documents, to obtain said rights, and to enforce said
rights.
2.03. Disclosure. I further agree in connection with paragraph 2.01
hereof to disclose promptly to the Company or its attorneys, any and all ideas,
designs, inventions, improvements, discoveries, developments, when conceived or
made, in whole or in part, by me and to make and maintain adequate and current
records thereof.
2.04. Limitation of Period. Any idea, designs, inventions,
improvements, discoveries, and developments disclosed by me within one year
following termination of my employment shall be deemed to be owned by the
Company under the terms of paragraphs 2.01 and 2.02 hereof, unless proved by me
to have been conceived after such termination.
3. Certain Restrictive Covenants.
3.01 Introduction. In consideration that my employment with the
Company has been and will be special, unique and of an extraordinary character
and not involving the practice of any common calling. I acknowledge that, in
the course of performance of my obligations to the Company and its affiliates,
I have obtained and will obtain certain valuable confidential and/or
proprietary information and/or trade secrets of the Company and/or its
affiliates and/or their customers, including by way of example and without
limitation, specifications, performance criteria, software and systems
architecture, methodologies, processes, best practices that relate to the
support and management of distributed computing environments as they relate to
Paranet's proprietary information, computer programs, programming aids, flow
charts, algorithms, schematics, business plans, marketing plans, patents,
license agreements, product designs, formulae, and other plans, products,
proposals and agreements of the Company and/or its affiliates ("Confidential
Information"), which Confidential Information has been and/or will be uniquely
developed by the Company and cannot be readily obtained by third parties from
outside sources. I also understand and acknowledge that, due to the unique
nature of the products and services covered by this Agreement and the need for
sales and support personnel to have a high degree of technical knowledge
concerning the products and services, employment by the Company for technical
services, including the special training, knowledge, and confidential
information which will be acquired in the course of such employment, will give
me distinct and substantial advantages for potential promotional and/or sales
activities concerning such products. I further understand and acknowledge that
due to the narrow definition of the products, Confidential Information and
services set forth in this Agreement, the highly specialized nature of these
products and services, the limited size and number of business entities in the
business of developing and/or selling those products, and the much more
numerous opportunities for me to work in this trade with respect to products
and services not covered by this Agreement, the limitations as to time and
geographic area contained in this covenant are reasonable and do not present an
undue hardship for me. I therefore agree that the limitations as to time,
geographic area, and scope of activity contained in this covenant do not impose
a greater restraint than is necessary to protect the goodwill, Confidential
Information and other business interests of the Company. The Company also
agrees that in light of the facts acknowledged above, the substantial
investment of the Company in developing its business and providing training to
me and the certain and substantial harm the Company would suffer if I were to
engage in any of the activities described below, the Company's need for the
protection afforded by this Section is greater than any hardship I might
experience by complying with its terms. I, accordingly agree as follows:
3.01.1 Non-Solicitation. As an ancillary covenant to the terms and
conditions set forth in this Agreement, and in consideration of my employment
with the Company, the mutual promises set forth in this Agreement and other
good and valuable consideration received and to be received, including without
limitation, the aforesaid consideration for my agreement to comply with this
Clause 3.01.1, the receipt and sufficiency of which is hereby acknowledged by
me, I have agreed and do hereby agree that, during my employment with the
Company, and for a period of one (1) year following termination of my
employment with the Company and this Agreement, I will not, for myself, or on
behalf of any other person, persons, firms, partnerships, companies or
corporations in which I have had any direct or indirect contact through the
Company: (i) accept employment from, solicit, divert or take away from the
Company, the business of any person or business which is or was a customer of
the Company (or any affiliate thereof) during the term of my employment with
the Company or of any person or business to
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which the Company (or any affiliate thereof) has made proposals during the
twelve months immediately preceding the day of my termination of employment
with the Company, whether or not such termination is voluntary or involuntary,
(ii) own or participate in the creation of any entity engaged or planning to
become engaged in the business of managing or supporting computer environments
including help desk, systems support, network support, integration, training,
consulting, servicing, supporting, or services competitive with those sold and
furnished by the Company (the "Company's Business"), (iii) accept employment
from a direct competitor, solicit for employment of business or accept any
offer to act as agent, independent contractor or as partner with any person or
business that engages in activity competitive to the Company's Business, of
(iv) directly or indirectly induce or attempt to influence any full or part
time employee of the Company (or any affiliate thereof) to terminate his or her
employment with the Company. Throughout this Agreement an "affiliate" of the
Company shall mean any person or entity directly or indirectly controlling,
controlled by, or under common control with the Company. In the event of a
violation of this covenant, Employer shall be entitled, in addition to any
other remedies in law or equity, to obtain the specific performance of this
covenant without expressed written consent of the Company management.
3.01.2 Confidential Information of the Company. I agree not to make any
unauthorized use, publication, or public disclosure, during or subsequent to my
employment by the Company, of any intellectual property, Confidential
Information or trade secrets, generated or acquired by me during the course of
my employment by the Company, except to the extent that the disclosure of such
intellectual property information is necessary to fulfill my responsibilities
as an employee of the Company. I understand that confidential matters and
trade secrets include information not generally known by or available to the
public about or belonging to the Company, or belonging to other companies to
whom the Company may have an obligation to maintain information in confidence,
and that authorization for public disclosure may only be obtained through the
Company's written consent.
3.02.3 Confidential Information of Others. I further agree not to
disclose to the Company, nor induce the Company to use, any confidential or
trade secret information or material belonging to others.
4. Return of Materials.
Upon the termination of my employment, I will promptly turn over to the
Company all models, prototypes, memorandums, notebooks, drawings, records,
documents, and the like in my possession or under my control, whether prepared
by me or others, relating to intellectual property, and any work done for the
Company related thereto, it being acknowledged that all such items are the sole
property of the Company. Further, I will return keys, passcards, credit cards,
company owned property, books, computers, tapes, software, documentation,
materials, etc.
5. Miscellaneous Provisions.
5.01. Excluded Property. Set for in Exhibit A to this Agreement is a
list of all inventions, discoveries, improvements and developments patented or
unpatented, copyrighted or uncopyrighted, if any, which I made before entering
the employ of the Company or any predecessor, and which are excluded from the
operation of this Agreement, and I agree that said list is complete.
5.02. Governing Law. The law of the State of Texas shall govern this
Agreement and I agree that exclusive jurisdiction with respect to any legal
proceeding regarding any subject matter contained in this Agreement shall rest
in the State of Texas.
5.03. Entire Agreement. This Agreement supersedes any agreement or
understanding previously existing between me and the Company relating to the
subject matters contained herein. This instrument is the whole agreement, and
no modification or variation shall be deemed valid, unless provided for in a
subsequent written agreement signed by the Company.
5.04. Binding Effect. I further agree that this Agreement shall be
binding upon me, my heirs, executors, administrators, and legal
representatives, irrespective of the duration of my employment by the Company,
the reasons for the cease of my employment by the Company, or the amount of my
wages or salary.
5.05. Separability. Should any part or provision of this Agreement be
held to be unenforceable, such provision shall be enforced to the fullest
extent permitted by law and the validity of the remaining parts or provisions
shall not be affected by such holding.
5.06. Representation and Warranty. I represent and warrant to the
Company that I am not now under any obligation to any person, firm or
corporation, or have no other interest which is inconsistent or in conflict
with this Agreement, or which would prevent, limit or impair in any way, the
performance by me of any of the covenants hereunder or my duties in my
employment by the Company.
5.07. Remedies. I acknowledge that a violation or attempted violation
on my part of Section 2 will cause irreparable damage to the Company and its
affiliates, and accordingly, I agree that the Company shall be entitled as a
matter of right to an injunction, out of any court or competent jurisdiction,
restraining any violation or further violation of such agreements by me, my
partners or agents; such right to an injunction, however, shall be cumulative
and in addition to whatever other remedies the Company may have.
ACCEPTED BY: PARANET, INC.
By:
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(EMPLOYEE Signature)
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(Print Name) (Print Name)
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(Title) (Date)
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(Date)
