Dell Employment Agreement
Exhibit (d)(16)
I agree to the following terms regarding my employment or continued employment with Dell or a
subsidiary or affiliate of Dell (collectively, Dell). I enter into this Agreement in consideration
of: the salary, wages, and benefits paid to me by Dell; the confidential and proprietary
information provided to me by Dell; and Dell’s association of me with Dell’s goodwill. I
understand that Dell agrees to employ me only on the condition that I agree to honor and to be
bound by the provisions of this Agreement.
1. I will devote my best efforts to performing the duties that Dell may assign to me from time to
time.
2. My employment at Dell is “at-will” and is not for any specified period of time. Either I or
Dell may terminate my employment at any time for any reason, with or without cause or advance
notice. If I terminate my employment, I understand that Dell requests I provide a minimum of two
weeks’ advance written notice.
3. While I am a Dell employee, I will promptly disclose all Intellectual Property to Dell.
Intellectual Property includes each discovery, idea, improvement, or invention I create, conceive,
develop, or discover, in whole or in part, alone or with others, (a) on Dell’s time, (b) which
relates to Dell’s business, or (c) which results from the use of Dell’s equipment, supplies,
facilities, or information. All Intellectual Property, in whatever form, is Dell’s property. I
assign to and agree to assign to Dell and its nominees, without additional compensation, all of my
rights in Intellectual Property. I will assist Dell in all ways in the future, including giving
evidence and executing any documents deemed helpful or necessary by Dell, to establish, perfect,
and register worldwide, at Dell’s expense, such rights in Intellectual Property. I will not do
anything in conflict with Dell’s rights and will cooperate fully to protect Intellectual Property
against misappropriation or infringement. In accordance with Section 2870 of the California Labor
Code (attached as Addendum A), this assignment shall not apply to an invention that I developed
entirely on my own time without using Dell’s equipment, supplies, facilities, or trade secret
information except for those inventions that either: (1) relate at the time of conception or
reduction to practice of the invention to Dell’s business, or actual or demonstrably anticipated
research or development of Dell; or (2) result from any work performed by me for Dell. For one
year following my separation from Dell employment for any reason, I will disclose to Dell’s General
Counsel each patent application into which I had any material input or for which I provided any
material intellectual support relating to my employment at Dell.
4. I agree that Dell will be the copyright owner in all Copyrightable Works of every kind and
description created or developed by me, solely or jointly with others, in connection with any
employment with Dell, and that such Copyrightable Works are works made for hire. If requested to,
and at no further expense to Dell, I will execute in writing any acknowledgments or assignments of
copyright ownership of such Copyrightable Works as may be appropriate for preservation of the
worldwide ownership in Dell and its nominees of such copyrights. I irrevocably appoint Dell as my
attorney-in-fact for the sole purpose of executing all necessary documents relating to the
registration or enforcement of Dell’s copyrights, patents, and other intellectual property rights.
Dell may not waive its rights to any Copyrightable Work or other intellectual property except
through a written instrument that specifically waives its rights to a specific Copyrightable Work
or piece of intellectual property, references this paragraph, and is signed by a Dell officer
following my full and complete disclosure in writing of the existence and nature of the
Copyrightable Work or other piece of intellectual property.
5. If Schedule A is attached to this Agreement, I have chosen to exclude from the operation of this
Agreement those previous inventions and improvements listed in Schedule A and, if needed, more
fully described in disclosure statements submitted to Dell. Under Schedule A, I have listed the
titles of all my ideas, inventions, improvements, works of authorship, and discoveries, patented or
unpatented, copyrighted or not copyrighted, that have been completed or are in progress at the date
of this Agreement. As a matter of establishing a record, these ideas, inventions, improvements,
works of authorship, and discoveries that are in progress have been fully described by me in the
disclosure statements I have attached to Schedule A. If I believe a confidentiality obligation I
owe to any other person or entity prevents me from providing a fully description, I will explicitly
state this fact on Exhibit A and provide as extensive a description as I believe I am permitted to
provide in light of that confidentiality obligation. I understand that I must provide the Schedule
and statements before I sign this Agreement and that no such ideas will be excluded from operation
of this Agreement unless they are properly identified in the Schedule
prior to my execution of this Agreement. I further understand that I cannot make any changes to
the Schedule after this Agreement has been signed.
6. Dell will associate me with Dell’s goodwill and give me Confidential Information. I understand
and agree that, for purposes of this Agreement, “Confidential Information” means: all information
and data in whatever form that is valuable to Dell and is not generally known outside of Dell; all
Dell proprietary information; all Dell trade secrets; and all information and data in whatever form
that is disclosed by others in confidence to Dell. I understand that Confidential Information may
not be explicitly marked as confidential. If I have doubts about whether particular information is
Confidential Information, I will promptly consult Dell’s Legal Department for guidance in advance.
I understand and agree that Confidential Information includes, but is not limited to, the
information described below:
A. Technical information of Dell, its affiliates, its customers or other third parties that is
in use, planned, or under development, such as but not limited to: manufacturing and/or research
processes or strategies; computer product, process, and/or devices; software product; and any other
databases, methods, know-how, formulae, compositions, technological data, technological prototypes,
processes, discoveries, machines, inventions, and similar items;
B. Business information of Dell, its affiliates, its customers, or other third parties, such
as but not limited to: information relating to Dell employees other than myself (including
information related to their performance, skillsets, and compensation); actual and anticipated
relationships between Dell and other companies; financial information; information relating to
customer or vendor relationships; product pricing, customer lists, customer preferences, financial
information, credit information; and similar items; and
C. Information relating to future plans of Dell, its affiliates, its customers, or other third
parties, such as but not limited to: marketing strategies; new product research; pending projects
and proposals; proprietary production processes; research and development strategies; and similar
items; and
D. All “trade secrets” within the meaning of the Uniform Trade Secrets Act. I hereby waive
any requirement that Dell submit proof of the economic value of any trade secret or to the fullest
extent permitted by law to post a bond or other security to enforce its rights under applicable
law.
| 7. | To protect the Confidential Information and Dell’s goodwill, I agree as follows: |
A. I will not use, publish, misappropriate, or disclose any Confidential Information, during
or after my employment, except as required in the performance of my duties for Dell or as
specifically authorized in writing by Dell.
B. While I am employed by Dell and for the one-year period immediately following the
termination of my employment for any or no reason, I will not use any Confidential Information to
communicate in any way with any other person regarding (a) a Company Employee leaving the employ of
Dell; or (b) a Company Employee seeking employment with any other employer. A “Company Employee”
means any person employed by Dell or any person who left employment with Dell within the preceding
60 days, except as specifically authorized in writing by Dell,.
C. Upon demand or when my employment with Dell ends, whichever comes first, I will promptly
deliver to a designated Dell representative all originals and copies of all materials, documents,
and property of Dell which are in my possession or control. I also will cooperate in conducting an
exit interview with a designated Dell representative.
D. I will comply with any other lawful restrictive covenants that are part of any agreements I
have with Dell.
8. I will not export or otherwise transfer out of the United States or release to any person within
the United States, Controlled Technology or Software, during or after my employment, except as
authorized in writing by Dell.
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Controlled Technology or Software is technology or software controlled under the U.S. Export
Administration Regulations. Release within the United States includes disclosure to any person,
oral exchanges with persons in the United States or abroad, and application to situations abroad of
personal knowledge or technical experience acquired in the United States. If I have any doubts
regarding whether particular information is Controlled Technology or Software, I will promptly
consult Dell’s Legal Department or Dell’s Trade Compliance Organization.
9. I will not use in my work or disclose to Dell any confidential or proprietary information of a
third party unless Dell first receives written authorization from that third party. I will not
violate my confidentiality or other obligations owed to any person or entity, including former
employers, or use any trade secrets of any former employers in connection with my employment with
Dell.
10. I agree to act legally and ethically at all times while I am employed by Dell and to abide by
all applicable laws and regulations, as well as the provisions of the Dell Code of Conduct (receipt
of which I hereby acknowledge) and all policies, procedures, standards, directives, and rules as
may be adopted or modified by Dell from time to time, and I hereby agree to review and regularly
re-review same to ensure I am familiar with the current version of same. I agree to complete all
required training, including but not limited to ethics and compliance training, in a timely and
ethical manner. I agree to timely and properly report possible or actual illegal and unethical
behavior to Dell when I become aware of it. I further agree to fully cooperate in investigations
undertaken by Dell.
11. I agree that my name, voice, picture, and likeness may be used in Dell’s advertising, training
aids, and other materials without payment of separate compensation to me. I will not issue or
release any articles, advertising, publicity, or other matter relating to Dell, or provide any
information regarding Dell to any other person intending to do so, without Dell’s specific written
consent.
12. I agree I may receive delivery of notices and other communications at the e-mail address
assigned to me by Dell, through publications to Dell’s intranet, and through other electronic means
of communication. I authorize Dell to accept my electronic signature as binding and final on any
notice, agreement, or other document and to process employment-related transactions, including
transactions involving benefits or compensation or any other aspect of employment, electronically.
I agree that my electronic signature may consist of clicking a button or engaging in other conduct
reasonably understood to indicate my agreement.
13. If I enter into any employment, consulting, or other service relationship within one year of
leaving Dell’s employ, I will give written notice to my former Dell manager within five business
days of my acceptance of such service relationship. I will include the name and address of the
entity or business concern involved (if any) and the title, nature, and duties of the employment,
consulting, or other service relationship. I expressly consent to and authorize Dell to disclose
both the existence and terms of this Agreement to any future employer or other user of my services.
14. I agree that, except as may be required by law or court order or as is otherwise permitted by
this Agreement, I will not, whether openly, anonymously, or under pseudonym, in any individual or
representative capacity whatsoever, make any statement, oral or written, which is detrimental in
any material respect to the reputation or goodwill of Dell. I understand my compliance with a
subpoena or other legally compulsive process or my participation as a witness in any lawsuit or
administrative proceeding by any governmental agency will not be a violation of this provision. I
also understand that this Agreement does not prohibit me from discussing terms and conditions of my
employment. I further agree that I will give Dell my full cooperation in connection with any
claims, lawsuits, or proceedings that relate in any manner to my conduct or duties, or that are
based on facts about which I obtained personal knowledge, while employed at Dell. Dell will
reimburse me for my direct and reasonable out of pocket expenses (excluding attorney’s fees)
incurred with respect to rendering such cooperation.
15. I agree that any violation of my obligations under paragraphs 6 through 9 would cause
irreparable harm to Dell, and I agree that Dell will be entitled to an injunction restraining any
violation or further violation of such paragraphs. If any term, provision, covenant, or condition
of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the validity and enforceability of the remaining terms, provisions, covenants and
conditions of this Agreement shall not in any way be affected, impaired or invalidated.
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16. TO THE FULLEST EXTENT PERMITTED BY LAW, DELL AND I WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES
ARISING IN ANY ACTION OR PROCEEDING BETWEEN DELL AND ME, INCLUDING ANY ACTION OR PROCEEDING ARISING
OUT OF, UNDER, OR CONNECTED WITH THIS AGREEMENT, ANY OF ITS PROVISIONS, MY EMPLOYMENT RELATIONSHIP
WITH DELL, ANY COMPENSATION OR BENEFITS ASSOCIATED WITH MY EMPLOYMENT RELATIONSHIP WITH DELL, OR
ANY TERMINATION OF MY EMPLOYMENT RELATIONSHIP WITH DELL.
17. This Agreement, together with the attached offer letter and signed Addenda (if any), constitute
my entire agreement with Dell concerning the topics covered. These documents replace completely
any earlier or contemporaneous communication or agreement with Dell about these topics, apart from
any restrictive covenants I have previously entered with Dell. The laws of the State of Texas
govern this Agreement. The exclusive venue for the resolution of any dispute between Dell and me
other than those arising out of any stock, stock unit, or stock option agreements shall be the
state courts situated in Xxxxxxxxxx County, Texas, or the federal courts with jurisdiction over
Xxxxxxxxxx County, Texas.
I have carefully read this Agreement, and I understand and accept its terms. I agree that I will
continue to be bound by the provisions of this Agreement after my employment with Dell has ended.
Signature
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Printed Name | Date |
NOTE: Schedule A and disclosure statements are not a part of this Agreement or accepted by Dell
if the Schedule has not been initialed by a member of Dell’s Legal Department.
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Schedule A To Dell
Employment Agreement
Employment Agreement
Employee Name:
|
Badge Number: | ||
| (For Recruiter use only) |
(List previous inventions and improvements and continue on attached sheet if necessary.)
Number of pages of disclosure statements attached (write “None” if none are attached):
Employee Initials: Approved by Dell Legal:
If not applicable, please leave blank and return with your signed offer letter.
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Addendum A
CALIFORNIA LABOR CODE NOTICE
(Regarding Certain Exclusions From Invention Assignments)
(Regarding Certain Exclusions From Invention Assignments)
With respect to employees in California, the provisions of any employment agreement
requiring the employee to assign Inventions to the Company shall not apply to those inventions as
described by California Labor Code Section 2870, which provides as follows:
California Labor Code Section 2870
“(a) Any provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or her
employer shall not apply to an invention that the employee developed entirely on his
or her own time without using the employer’s equipment, supplies, facilities, or
trade secret information except for those inventions that either:
| (1) | Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or | ||
| (2) | Result from any work performed by the employee for the employer. |
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of the
State of California and is unenforceable.”
The employee shall bear the full burden of proving to the Company that an Invention qualifies fully
under Section 2870 so as to be excluded from assignment to the Company.
The employee may be required to provide for full title to certain patents and inventions to be in
the name of the United States, to the extent required by certain contracts as may exist between the
Company and the United States or any of its agencies.
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