1
EXHIBIT 10.14
PROPRIETARY INFORMATION AGREEMENT
This Agreement is entered into on the date signed below by and between
XxxXxx.xxx, Inc., ("XxxXxx.xxx, Inc." or "Corporation") and ______________.
_____________, Salesman/Employee/Consultant ("S/E/C").
1. CONFIDENTIAL INFORMATION AND INVENTIONS
During employment by the Corporation, S/E/C will have access to certain
confidential information and materials including, but not limited to, formulas,
patterns, devices, processes, compilations, records, specifications, financial
data, manner of operation, customer/client lists, costing procedures, custom
application source code, custom scripts, website graphic design, web design
content, agreements and understandings with service providers, agreements and
contracts with content aggregators, web page source code, network design and
topology, agreements and understandings of contracts with third party vendors,
information concerning union relationships, system integration, customer
billing, customer support, originated in the Corporation or disclosed to the
Corporation by others, under agreements to hold the same confidential
("Confidential Information"); and S/E/C may during the period of employment
make, develop, or conceive inventions, discoveries, concepts, ideas,
information and improvements, either patentable or not, which relate to or are
useful in the business or activities in which the Corporation is or may have
become engaged, and which may or may not also constitute confidential
information ("Inventions").
2. RESTRICTION ON USE OF CONFIDENTIAL INFORMATION
S/E/C agrees not to utilize any such confidential information for his own
benefit nor to disclose, disseminate, lecture upon, or publish articles about
any such confidential information to anyone outside the Corporation or to any
officer or employee of the Corporation not also having access to such
information, at any time either during or after employment by the Corporation,
unless the Corporation expressly consents beforehand in writing.
Page 1 of 7
2
3. CORPORATION'S OWNERSHIP OF INVENTIONS
S/E/C agrees to disclose promptly, in writing, if so requested, to the
President, any Inventions that he may make, develop, or conceive during the
period of his employment by the Corporation or by its predecessors or
successors in business. All such Inventions shall be and remain the property of
the Corporation. S/E/C hereby assigns (and agrees to assign) to the
Corporation all S/E/C's right, title and interest in any such Inventions,
whether or not during the period of his employment such inventions may be
reduced to practice, and to execute all patent applications, assignments and
other documents, and take all other steps necessary, to vest in the Corporation
the entire right, title and interest in and to those Inventions and in and to
any patents obtainable therefor, in the United States and in foreign countries.
4. COSTS OF PATENT APPLICATIONS
If it chooses to prosecute the applications for patent for any such
Inventions, it being understood that the Corporation is not obligated to do so,
the Corporation shall bear the entire expense of preparing, filing, and
prosecuting such applications, through patent counsel appointed by the
Corporation.
5. RIGHT OF USE
It is understood and agreed that the Corporation shall have the royalty
free right to use, or to adapt and to develop in any way all inventions
conceived or made by S/E/C, whether or not patentable, including, but not
limited to, processes, methods, formulas, and techniques, as well as
improvements thereof or know-how related thereto, or not to use them at all
should the Corporation so choose.
6. PROPERTY OF THE CORPORATION
All records and other materials pertaining to Confidential Information,
whether developed by S/E/C or others, shall be and remain the property of the
Corporation. Upon termination of S/E/C's employment with the Corporation, all
documents, records, notebooks and other materials of any kind pertaining to or
containing Confidential Information then in S/E/C's possession, whether
prepared by S/E/C or others will be left with a return to the Corporation.
Page 2 of 7
3
7. PRIOR INVENTIONS
Except as listed on Appendix A which is attached to this Agreement, S/E/C
will not assert any rights to any Inventions, discoveries, concepts, ideas, or
improvements thereof or know-how related thereto, as having been made or
acquired by S/E/C prior to being employed by the Corporation, or since then,
and not otherwise covered by the terms of this Agreement.
8. UNRELATED INVENTIONS
S/E/C shall not be obligated to assign to the Corporation any Invention,
made by him while in the Corporation's employ which does not relate to any
business or activity in which the Corporation is or may become engaged, except
that he is still obligated if the same relates to or is based on Confidential
or Proprietary Information to which S/E/C shall have had access during and by
virtue of his employment arising out of work assigned to him by the
Corporation. Nor shall S/E/C be obligated to assign any Invention which may be
wholly conceived by S/E/C after he leaves the employ of the Corporation, except
that he is still obligated if such Invention shall involve the utilization of
Confidential or Proprietary Information obtained while in the employ of the
Corporation. Nor shall S/E/C be obligated to assign any Invention which relates
to or would be useful in any business or activity in which the Corporation is
engaged if such Invention was conceived and reduced to practice by S/E/C prior
to his employment with the Corporation, provided that all such Inventions are
listed at the time of employment on the attached Appendix A.
9. MISAPPROPRIATION OF TRADE SECRETS
S/E/C promises and agrees that he or she shall not misuse, misappropriate,
or disclose any of the trade secrets or Confidential Information described
herein, directly or indirectly, or use them in any way, either during the term
of this Agreement or at any time thereafter, except as required in the course
of his or her employment.
10. NONCOMPETITION DURING THE TERM OF EMPLOYMENT
During the term of the working relationship, S/E/C shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual
or representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of XxxXxx.xxx, Inc.
Page 3 of 7
4
11. UNFAIR COMPETITION AFTER TERMINATION OF EMPLOYMENT
S/E/C acknowledges and agrees that the sale or unauthorized use or
disclosure of any of XxxXxx.xxx, Inc.'s trade secrets or Confidential
Information obtained by S/E/C during his or her working relationship with
XxxXxx.xxx, Inc. constitute unfair competition. S/E/C promises and agrees not
to engage in any unfair competition with Employer either during the term of
this Agreement or at any time thereafter.
12. SOLICITING CUSTOMERS AFTER TERMINATION OF EMPLOYMENT
(a) S/E/C acknowledges and agrees that the names and addresses of
XxxXxx.xxx, Inc.'s customers constitute trade secrets of XxxXxx.xxx, Inc. and
that the sale of unauthorized use or disclosure of any of XxxXxx.xxx, Inc.'s
trade secrets obtained by S/E/C during his or her employment with XxxXxx.xxx,
Inc. constitute unfair competition. S/E/C promises and agrees not to engage in
any unfair competition with XxxXxx.xxx, Inc.
(b) For a period of one years immediately following the termination of his
or her working relationship with XxxXxx.xxx, Inc., S/E/C shall not directly or
indirectly make known to any person, firm, or corporation the names or
addresses of any of the customers or clients of XxxXxx.xxx, Inc. or any other
information pertaining to them, or call on, solicit, take away, or attempt to
call on, solicit, or take away of the customers or clients of XxxXxx.xxx, Inc.
on whom S/E/C called or with whom S/E/C became acquainted during his or her
working relationship with XxxXxx.xxx, Inc., either for himself or herself or
the any other person, firm, or corporation.
13. NO BREACH
S/E/C represents that his/her employment with the Corporation does not and
will not breach any agreement or duty which S/E/C has with anyone else to keep
in confidence confidential information belonging to others. S/E/C will not
disclose to the Corporation or use in its behalf any confidential information
belonging to others.
Page 4 of 7
5
14. IRREPARABLE INJURY
S/E/C acknowledges the failure to carry out any obligations, or breach by
S/E/C of any provision herein, will constitute immediate and irreparable damage
to Corporation which cannot be fully and adequately compensated by money
damages and which will warrant preliminary and other injunctive relief, an
order for specific performance, and other equitable relief. S/E/C also
understands that other action may be taken and remedies enforced against S/E/C.
15. PRIOR AGREEMENTS
This Agreement supersedes any prior contemporaneous agreement concerning
assignment of patent rights or trade secrets between Corporation and S/E/C.
16. SUCCESSORS AND ASSIGNS
S/E/C's obligation under this Agreement shall continue after termination
by the Corporation. This Agreement shall inure to the benefit of the
Corporation, its successors, assigns and designees and is binding upon the
assigns, executors and administrators and other legal representatives of S/E/C.
17. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed for all
purposes, by the law of the State of California and venue shall be in the
County of San Diego.
18. ATTORNEYS' FEES AND COSTS
If any legal action or any arbitration or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties will be entitled to
recover reasonable attorney fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
Page 5 of 7
6
IN WITNESS WHEREOF the parties have signed this Agreement as of the
_______ day of _____________________, 19____.
XxxXxx.xxx, Inc.,
Dated: By:
---------------------------- --------------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: S/E/C
----------------------------
--------------------------------
(Signature)
--------------------------------
(Print Name)
Page 6 of 7
7
APPENDIX A TO S/E/C CONFIDENTIAL INFORMATION
AND INVENTIONS AGREEMENT
I represent that I have indicated on this Appendix all Inventions (as
defined in the Agreement) in which I owned any right or interest prior to my
employment with the Corporation. I agree that any present or future Inventions
not listed in this Appendix are subject to assignment under the attached S/E/C
Confidential Information and Inventions Agreement.
Brief Description of Right, Title or Interest
Inventions and Date Acquired
----------------------------------- ------------------------------------
Dated:
---------------------------- ------------------------------------
S/E/C
Page 7 of 7
8
IN WITNESS WHEREOF the parties have signed this Agreement as of the 15
day of October, 1999.
XxxXxx.xxx, Inc.
Dated: 10/18/99 By: /s/ XXXXXXXX XXXXXXXX
----------------- -----------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: 10/15/99 S/E/C
-----------------
/s/ XXXXXXX X. XXXXXXXX
-----------------------------
(Signature)
Xxxxxxx X. Xxxxxxxx
-----------------------------
(Print Name)
Page 1 of 2
9
IN WITNESS WHEREOF the parties have signed this Agreement as of the
18 day of October, 1999.
XxxXxx.xxx, Inc.,
Dated: 10/18/99 By: /s/ Xxxxxxxx Xxxxxxxx
-------------- ------------------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: 10/18/99 S/E/C
--------------
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
(Signature)
Xxxxxxx X. Xxxxxxxx
------------------------------------
(Print Name)
Page 1 of 2
10
IN WITNESS WHEREOF the parties have signed this Agreement as of the
18 day of October, 1999.
XxxXxx.xxx, Inc.,
Dated: 10/18/99 By: /s/ Xxxxxxxx Xxxxxxxx
--------------- ------------------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: 10/18/99 S/E/C
---------------
/s/ Xxxxxxxx Xxxxxxxx
------------------------------------
(Signature)
Xxxxxxxx Xxxxxxxx
------------------------------------
(Print Name)
Page 1 of 2
11
IN WITNESS WHEREOF the parties have signed this Agreement as of the
13 day of October, 1999.
XxxXxx.xxx, Inc.,
Dated: 10/18/99 By: /s/ Xxxxxxxx Xxxxxxxx
--------------- ------------------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: 10/13/99 S/E/C
---------------
/s/ Xxxxx Xxxxxx
------------------------------------
(Signature)
Xxxxx Xxxxxx
------------------------------------
(Print Name)
Page 1 of 2
12
IN WITNESS WHEREOF the parties have signed this Agreement as of the
15 day of October, 1999.
XxxXxx.xxx, Inc.,
Dated: 10/18/99 By: /s/ Xxxxxxxx Xxxxxxxx
--------------- ------------------------------------
Xxxxxxxx Xxxxxxxx
President
Dated: 10/15/99 S/E/C
---------------
/s/ Xxxxx Xxxxxxxxxx
------------------------------------
(Signature)
Xxxxx Xxxxxxxxxx
------------------------------------
(Print Name)
Page 1 of 2
