EXHIBIT 10.10
PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
, 19
NetSolve/(R)/, Incorporated
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Gentlemen:
The following confirms an agreement between me and NetSolve(R),
Incorporated, a Delaware corporation (the "Company", which term includes the
Company's subsidiaries), which is a material part of the consideration for my
employment by the Company:
1. I recognize that the Company is engaged in a continuous program
of research, development and production respecting its business, present and
future, including fields generally related to its business and that the Company
possesses and will continue to possess information that has been created,
discovered, developed or otherwise become known to the Company (including,
without limitation, information created by, discovered or developed by, or made
known to me during the period of or arising out of my employment by the Company)
and/or in which property rights have been assigned or otherwise conveyed to the
Company, which information has commercial value in the business in which the
Company is engaged. All of the aforementioned information is hereinafter called
"NetSolve Proprietary Information." By way of illustration, but not limitation,
NetSolve Proprietary Information includes trade secrets, designs, technological
advancements, configurations, processes, formulas, data and know-how, software
programs, manuals, guides, improvements, inventions, techniques, marketing
plans, strategies, forecasts, computer programs, financial information,
personnel information, copyrightable material and customer and prospective
customer lists, belonging to the Company (whether or not reduced to writing and
whether or not patentable or protectable by copyright). Notwithstanding anything
to the contrary set forth herein, the restrictions regarding the use and
disclosure of NetSolve Proprietary Information and Inventions (as hereinafter
defined) set forth herein shall not apply if the same:
(a) is in the public domain or already in my possession without
restriction at the time the same came into my possession;
(b) is used or disclosed with the prior written approval of the
Company; or
(c) is made available by the Company to a third party on an
unrestricted, non-confidential basis.
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2. I understand that my employment creates a relationship of
confidence and trust between me and the Company with respect to any information,
materials, or inventions:
(a) applicable to the business of the Company; or
(b) applicable to the business of any client, customer, vendor, or
other third party, which may be made known to me by the Company
or by any client, customer, vendor, or other third party, or
learned by me during the period of my employment.
3. In consideration of my employment by the Company and the
compensation received by me from the Company from time to time, I hereby agree
as follows:
(a) Unless required by the Company in connection with my employment
or with the Company's express written consent, I will not, either
during my employment or afterwards, directly or indirectly, use
or disclose for my own benefit or the benefit of another any
NetSolve Proprietary Information, including trade secrets or
confidential information, whether or not the information is
acquired, learned, attained, or developed by myself alone or in
conjunction with others. I make the same pledge with regard to
the proprietary information of the Company's customer,
contractors, or others with whom the Company has a business
relationship.
(b) All NetSolve Proprietary Information shall be the sole property
of the Company and its assigns, and the Company and its assigns
shall be the sole owner of all patents, copyrights, and other
rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in such NetSolve Proprietary
Information. At all times, both during my employment by the
Company and after its termination, I will keep in confidence and
trust all NetSolve Proprietary Information, and I will not use or
disclose any NetSolve Proprietary Information or anything
relating to it without the written consent of the Company, except
as may be necessary during my employment in the ordinary course
of performing my duties to the Company.
(c) All documents, records, apparatus, equipment and other physical
property, whether or not pertaining to NetSolve Proprietary
Information, furnished to me by the Company or produced by myself
or others in connection with my employment shall be and remain
the sole property of the Company and shall be returned to it
immediately as and when requested by the Company. Even if the
Company does not so request, I shall promptly return and deliver
all such property upon termination of my employment by me or by
the Company for any reason and I will not take with me any such
property or any reproduction of such property upon such
termination.
(d) I will promptly disclose to the Company, or any persons
designated by it, all improvements , inventions, formulas, ideas,
designs, configurations, processes, techniques, know-how and
data, whether or not patentable, made or conceived or reduced to
practice or learned by me, either alone or jointly with others,
during the term of m employment (all said improvements,
inventions, formulas, ideas, designs, configurations, processes,
techniques,
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know-how and data shall be hereinafter collectively called
"Inventions").
(e) I agree that all Inventions which I develop during my employment
with the Company (in whole or in part, either alone or jointly
with others) and (i) used equipment, supplies, facilities of the
Company or NetSolve Proprietary Information, or (ii) used the
hours for which I was compensated by the Company, or (iii) which
relate to the business of the Company or to its actual research
and development or (iv) which result, in whole or in part, from
work performed by me for the Company, shall be the sole property
of the Company and its assigns, and the Company and its assigns
shall be the sole owner of all patents, copyrights and other
rights in connection therewith. I hereby assign to the Company
any rights I may have or acquire in such Inventions. I further
agree as to all such Inventions and improvements to assist the
Company in every proper way (but at the Company's expense) to
obtain and from time to time enforce patents, copyrights or other
rights on said Inventions and improvements in any and all
countries, and to that end I will execute all documents for use
in applying for and obtaining such patents and copyrights thereon
and enforcing same, as the Company may desire, together with any
assignments thereof to the Company or persons designated by it.
My obligation to assis the Company in obtaining and enforcing
patents, copyrights or other rights for such Inventions and
improvements in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me
at a reasonable rate after such termination for time actually
spent by me at the Company's request on such assistance and
reimburse me for any expenses reasonably incurred by me in
connection therewith. In the event that the Company is unable for
any reason whatsoever to secure my signature to any lawful and
necessary document required to apply for or execute any patent,
copyright or other application with respect to such Inventions
and improvements (including renewals, extensions, continuations,
divisions or continuations in whole or in part thereof), I hereby
irrevocably designate and appoint the Company and its duly
authorized officers and agents, as my agents and attorneys- in-
fact to act for and in my behalf and instead of me, to execute
and file any such application and to do all other lawfully
permitted acts to further the prosecution and issuance of
patents, copyrights or other rights thereon with the same legal
force and effect as if executed by me.
(f) As a matter of record I attach hereto a complete list of all
Inventions or improvements relevant to the subject matter of my
employment by the Company which have been made or conceived or
first reduced to practice by me alone or jointly with others
prior to my employment with the Company that I desire to remove
from the operation of this Agreement, and I covenant that such
list is complete. If no such list is attached to this Agreement,
I represent that I have no such Inventions and improvements at
the time of signing this Agreement.
(g) I represent that my performance of all the terms of this
Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust
prior to my employment by the Company. I have not entered into,
and I agree I will not enter into, any agreement (either
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written or oral) in conflict herewith.
(h) I represent that execution of this Agreement, my employment with
the Company and my performance of my proposed duties to the
Company will not violate any obligations I may have to any former
employer.
4. As an independent covenant, I further agree that, without the
express written consent of the Company, I will refrain, during my employment by
the Company and for a period of six (6) months thereafter, from consulting with
or otherwise associating with or working for any business which directly
competes with the business of the Company and from otherwise planning the
formation of a new business or enterprise which proposes to directly compete
with the business of the Company. If any such activities are engaged in by me,
after having obtained the written consent of the Company, I agree to promptly
disclose to the Company the full nature and extent of such activities.
5. If any portion of this Agreement is found by a court of competent
jurisdiction to be void or unenforceable, that portion shall be deemed to be
reformed to the extent necessary to cause such portion to be enforceable and the
same shall not affect the remainder of the Agreement, which shall be given full
force and effect without regard to the invalid or unenforceable portions.
6. I understand and agree that, in the event of a breach or
threatened breach by me of any of the provisions of this Agreement, damages will
not provide a sufficient remedy to the Company, and, accordingly, the Company
shall have the right, in addition to any other right or remedy of any nature,
whether at law or in equity, to seek injunctive or other equitable relief from
any court of competent jurisdiction, without notice or the posting of any bond,
and I hereby consent to the entry of an order granting such relief.
7. This Agreement shall be effective as of the first day of my
employment by the Company.
8. This Agreement shall be binding upon me, my heirs, executors,
assigns, and administrators and shall inure to the benefit of the Company, its
successors and assigns.
Employee Signature
Accepted and Agreed to:
NETSOLVE/(R)/, INCORPORATED
By:
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SCHEDULE TO PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
NetSolve/(R)/, Incorporated
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxx, XX 00000
Gentlemen:
1. The following is a complete list of all inventions or
improvements relevant to the subject matter of my employment by NetSolve(R),
Incorporated (the "Company") that have been made or conceived or first reduced
to practice by me alone or jointly with others prior to my employment by the
Company that I desire to remove from the operation of the Company's Proprietary
Information and Inventions Agreement.
No inventions or improvements.
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See below: Any and all inventions regarding
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Additional sheets attached.
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2. I propose to bring to my employment the following materials and
documents of a former employer:
No materials or documents.
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See below:
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Employee Signature
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