Exhibit 10.3
CONSULTANT CONFIDENTIALITY,
INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT
THIS CONSULTANT CONFIDENTIALITY, INVENTION ASSIGNMENT AND
NON-COMPETE AGREEMENT ("Agreement") is made as of , 199
between Princeton Video Image, Inc. ("PVI"), with offices at 00 Xxxxxxxx Xxxx,
Xxxxxxxxxxxxx, Xxx Xxxxxx 00000, and
("Consultant"), with an address at .
In consideration of my being retained or continuing to be retained as an
independent contractor by PVI, the Consultant hereby agrees as follows:
1. Confidential Information Defined. "Confidential Information" means
trade secrets, proprietary information, and confidential knowledge and
information which includes, but is not limited to, matters of a technical
nature (such as discoveries, ideas, concepts, designs, drawings,
specifications, techniques, models, diagrams, test data and know-how), and
matters of a business nature (such as the identity of customers and
prospective customers, suppliers, marketing techniques and materials,
marketing and development plans, pricing or pricing policies, financial
information, plans for further development, and any other information of a
similar nature not available to the public).
2. Non-Disclosure of Confidential Information of PVI. Consultant
acknowledges that, during the period that Consultant is providing services to
PVI, Consultant has had or will have access to Confidential Information of
PVI. Therefore, Consultant agrees that both during and after the period that
Consultant is providing services to PVI, Consultant shall not, without the
prior written approval of PVI, directly or indirectly (a) reveal, report,
publish, disclose or transfer any Confidential Information of PVI to any
person or entity, or (b) use any Confidential Information of PVI for any
purpose or for the benefit of any person or entity, except as may be
necessary in the performance of Consultant's work for PVI.
3. Non-Disclosure of Confidential Information of Others. Consultant
acknowledges that, during the period that Consultant is providing services to
PVI, Consultant may have access to Confidential Information of third parties
who have given PVI the right to use such Confidential Information, subject to
a non-disclosure agreement between PVI and such third party. Therefore,
Consultant agrees that both during and after the period that Consultant is
providing services to PVI, Consultant shall not, without the prior written
approval of PVI, directly or indirectly (a) reveal, report, publish, disclose
or transfer any Confidential Information of such third parties to any person
or entity, or (b) use any Confidential Information of such third parties for
any purpose or for the benefit of any person or entity, except as may be
necessary in the performance of Consultant's work for PVI.
4. Property of PVI. Consultant acknowledges and agrees that all
Confidential Information of PVI and all reports, drawings, blueprints, data,
notes, and other documents and records, whether printed, typed, handwritten,
videotaped, transmitted or transcribed on data files or on any other type of
media, made or compiled by Consultant, or made available to Consultant during
the period that Consultant is providing services to PVI (including the period
prior to the date of this Agreement, if any), concerning PVI's Confidential
Information are and shall remain PVI's property and shall be delivered to PVI
on the termination of such services to PVI or at any earlier time on request
of PVI. Consultant shall not retain copies of such Confidential Information,
documents and records.
5. Proprietary Notices. Consultant shall not remove any proprietary or
other legends or restrictive notices contained in or included in any
Confidential Information.
6. Inventions.
(a) Consultant shall promptly, from time to time, fully inform and
disclose to PVI in writing all inventions, copyrightable material, designs,
improvements and discoveries of any kind which Consultant now has made,
conceived
or developed, or which Consultant may later make, conceive or develop, during
the period that Consultant is providing services to PVI, which pertain to, or
relate to PVI's business or any of the work or businesses carried on by PVI
and result from any work Consultant performs for PVI ("Inventions"). This
covenant applies to all such Inventions, whether or not they are eligible for
patent, copyright, trademark, trade secret or other legal protection; and
whether or not they are conceived by Consultant alone or with others; and
whether or not they are conceived and/or developed during regular working
hours.
(b) All Inventions shall be the sole and exclusive property of PVI,
and shall be deemed part of the Confidential Information of PVI for purposes
of this Agreement, whether or not fixed in a tangible medium of expression.
Consultant hereby assigns all Consultant's rights in all Inventions and in
all related patents, copyrights and trademarks, trade secrets and other
proprietary rights therein to PVI. Without limiting the foregoing,
Consultant agrees that any copyrightable material shall be deemed to be
"works made for hire" and that PVI shall be deemed the author of such works
under the United States Copyright Act, provided that in the event and to the
extent such works are determined not to constitute "works made for hire",
Consultant hereby irrevocably assigns and transfers to PVI all right, title
and interest in such works.
(c) Consultant shall assist and cooperate with PVI, both during and
after the period that Consultant is providing services to PVI, at PVI's sole
expense, to obtain, maintain and enforce patent, copyright, trademark, trade
secret and other legal protection for the Inventions. Consultant shall sign
all documents, and do all things necessary, to obtain such protection and to
vest PVI with full and exclusive title in all Inventions against infringement
by others. Consultant hereby appoints the Secretary of PVI as Consultant's
attorney-in-fact to execute documents on Consultant's behalf for this purpose.
(d) Consultant shall not be entitled to any additional compensation
for any and all Inventions made during the period that Consultant is
providing services to PVI.
7. Covenant Not to Compete. Consultant and PVI agree that the services
rendered by the Consultant are unique and irreplaceable. Consultant agrees
that during the period that Consultant is providing services to PVI and for a
period of one (1) year thereafter, Consultant shall not, directly or
indirectly, through any other person, firm, corporation or other entity
(whether as an officer, director, employee, partner, consultant, holder of
equity or debt investment, lender or in any other manner or capacity):
(a) in any geographical area in the United States or in those
foreign countries where PVI, during the period that Consultant is providing
services to PVI, conducts or proposes to conduct business or initiate
activities, design, manufacture, sell, market, offer to sell or supply video
or television technology similar to that being developed or sold by PVI on
the date of the termination of Consultant's services to PVI for any reason;
(b) solicit, induce, encourage or attempt to induce or encourage
any employee of PVI to terminate his or her employment with PVI or to breach
any other obligation to PVI;
(c) solicit, interfere with, disrupt, alter or attempt to disrupt
or alter the relationship, contractual or otherwise, between PVI and any
customer, potential customer, or supplier of PVI; or
(d) engage in or participate in any business conducted under any
name that shall be the same as or similar to the name of PVI or any trade
name used by it.
Consultant acknowledges that the foregoing geographic, activity and time
limitations contained in this Section 7 are reasonable and properly required
for the adequate protection of PVI's business. In the event that any such
geographic, activity or time limitation is deemed to be unreasonable by a
court, Consultant shall submit to the reduction of either said activity or
time
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limitation to such activity or period as the court shall deem reasonable. In
the event that Consultant is in violation of the aforementioned restrictive
covenants, then the time limitation thereof shall be extended for a period of
time equal to the pendency of such proceedings, including appeals.
8. Representations.
(a) Consultant represents that Consultant has the right to enter
into this Agreement, and that Consultant's performance of all the terms of
this Agreement and his duties as an independent contractor to PVI will not
breach any confidential information agreement, non-competition agreement or
other agreement with any former employer of his services, either as an
employee, consultant or independent contractor, or with any other party.
Consultant represents that he will not bring with him to PVI or use in the
performance of his duties for PVI any documents, materials or confidential
information of a former employer or consumer of his services that are not
generally available to the public. Consultant represents that all materials
furnished by him to PVI will be wholly original and not copies, in whole or
in part, from any work, and such material will not violate, conflict with, or
infringe upon any right of any other persons or entities.
(b) Consultant will indemnify, defend and hold harmless PVI from
and against any losses, damages and expenses (including reasonable attorneys'
fees) related to, based upon or arising from claims of third persons of
breach or a claim of breach of Consultant's representations in Section 8(a).
9. Disclosure of this Agreement. Consultant hereby authorizes PVI to
notify others, including but not limited to customers of PVI and any of
Consultant's future employers, of the terms of this Agreement and
Consultant's responsibilities under this Agreement.
10. Specific Performance. Consultant acknowledges that money damages
alone would not adequately compensate PVI in the event of a breach by
Consultant of this Agreement, and that, in addition to all other remedies
available to PVI at law or in equity, PVI shall be entitled to injunctive
relief for the enforcement of its rights and to an accounting of profits made
during the period of such breach.
11. Severability.
(a) Each of the covenants provided in this Agreement are separate
and independent covenants. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder of this Agreement
shall not be affected thereby and any such invalid or unenforceable provision
shall be reformed so as to be valid and enforceable to the fullest extent
permitted by law.
(b) It is not a defense to the enforcement of any provision of this
Agreement that PVI has breached or failed to perform any obligation or
covenant hereunder or under any other agreement or understanding between
Consultant and PVI.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without regard to
conflict of law rules. All suits and claims shall be made only in state or
federal courts located in New Jersey.
13. Supersedes Other Agreements. This Agreement contains the entire
agreement of the parties with respect to subject matter hereof and supersedes
all previous agreements and understandings between the parties with respect
to its subject matter.
14. Acknowledgments.
(a) THE CONSULTANT ACKNOWLEDGES THAT (i) THE CONSULTANT HAS READ
THIS AGREEMENT; (ii) THE CONSULTANT HAS BEEN GIVEN THE OPPORTUNITY TO ASK
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QUESTIONS; (iii) THE CONSULTANT HAS BEEN GIVEN SUFFICIENT TIME TO CONSULT AN
ATTORNEY; and (iv) THE CONSULTANT HAS EITHER CONSULTED WITH AN ATTORNEY OR
AFFIRMATIVELY HAS DECIDED NOT TO CONSULT AN ATTORNEY.
(b) THE CONSULTANT ACKNOWLEDGES THAT THE CONSULTANT HAS RECEIVED A
COPY OF THIS AGREEMENT AND FULLY UNDERSTANDS THIS AGREEMENT.
(c) THE CONSULTANT UNDERSTANDS THAT THE CONSULTANT'S OBLIGATIONS
UNDER THIS AGREEMENT SURVIVE THE TERMINATION OF THE CONSULTANT'S SERVICES TO
THE COMPANY FOR ANY REASON.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
PRINCETON VIDEO IMAGE, INC.
By:
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Name: Xxxxx F Xxxxxxxx
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Title: Chairman
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WITNESS: CONSULTANT:
By:
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Name:
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Title:
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