EXHIBIT 10.19
MAPINFO CORPORATION
EMPLOYEE INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND
NON-COMPETITION AGREEMENT
To the Company:
The term "Company," as used in this Agreement, means MapInfo Corporation
("MapInfo"), Troy, New York, and any and all of its successors, assigns,
present or future subsidiaries, or organizations controlled by, controlling or
under common control with MapInfo, through merger, acquisition or other legal
formation.
In consideration of (1) the fact of my employment, with the Company, in any
capacity and wherever I am located, and (2) the compensation paid by the
Company for my services, I agree to all of the following with regard to:
INTELLECTUAL PROPERTY ISSUES:
All inventions, discoveries, concepts, ideas or improvements and
developments (all, collectively, called "Inventions" from here on) relating to
products made or conceived by me (whether made solely by me or jointly with
others) from the time of entering the Company's employ until I leave, (1)
which are along the lines of the business or work of or discussed by, the
Company, or (2) which result from or are suggested by any work which I may do
for or on behalf of the Company, or (3) made on Company time or with Company
resources, shall be and remain the sole and exclusive property of the Company
or its nominees, whether patented or not. Further, I agree:
(A) to disclose Inventions to the Company promptly and fully, and, during
and subsequent to my employment, to assist the Company and its nominees in
every proper way (without charge to the Company, but without expense to me)
to obtain for its or their own benefit intellectual property protection,
including but not limited to patents for such inventions in any and all
countries;
(B) to make and maintain adequate and current written records of all
Inventions, in the form of notes or reports or representations in any form
appropriate, which records shall be and remain the property of and be
available to the Company at all times; and
(C) to deliver promptly to the Company on termination of my employment,
all memoranda, notes, records, reports, manuals, drawings, any other
documents, software, data disks, tapes and other items belonging to the
Company (i.e. all written or other media embodied material obtained at
Company expense or otherwise acquired in connection with the performance of
my work with the Company, whether or not related to any Invention),
including all copies of such materials, which I may possess or have under
my control.
CONFIDENTIAL INFORMATION:
Except as the Company may otherwise consent in writing:
(A) not to publish or otherwise disclose or use at any time (except as my
Company duties may require) either during or subsequent to my employment,
any information, knowledge, or data of the Company I may receive or develop
during the course of my employment, relating to business processes,
computer programs, methods, machines, manufactures, Inventions, accounting
methods, information systems, business or financial plans or reports,
customer lists, customer preferences, or other matters which are of a
secret* or confidential* nature;
*These terms are used in the ordinary sense and do not necessarily refer to
official security classifications of the United States Government.
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(B) to notify the Company in writing before I make any disclosure or
perform or cause to be performed any work for or on behalf of the Company,
which appears to threaten conflict with (1) rights I claim in any Invention
(a) conceived by me or others prior to my employment, or (b) otherwise
outside the scope of this Agreement, or (2) rights of others arising out of
obligations incurred by me (a) prior to this Agreement, or (b) otherwise
outside the scope of this Agreement. In the event of my failure to give
notice under the circumstances specified in (1) of the foregoing, the
Company may assume that no such conflicting invention or idea exists, and I
agree that I will make no claim against the Company with respect to the use
of such Invention in any work or on behalf of the Company. EXCEPT AS
SPECIFICALLY LISTED BELOW, I will not assert any rights under any
Inventions, or know-how related to them, as having been made or acquired by
me prior to my being employed by the Company, or since then and not
otherwise covered by the terms of this Agreement.
COMPETITION TO THE COMPANY/SOLICITATION OF EMPLOYEES:
I understand that the Company is engaged in a highly competitive industry I
agree that for the period of my employment with MapInfo Corporation, and for
one year after my last day of MapInfo employment:
1) I shall not work for, consult with or, directly or indirectly,
otherwise perform any services for the following MapInfo competitors
(including parent and subsidiary entities) under whatever future name known
and wherever located: Environmental Systems Research Institute, Inc. of
Redlands, CA; Autodesk, Inc. of San Rafael, CA; Caliper Corporation of
Newton, MA; Integraph Corporation of Huntsville, Alabama, and, for any
mapping related position only, Microsoft Corporation of Redmond,
Washington; and
2) I shall not solicit, or cause to be solicited any MapInfo employee for
employment by any other entity.
AGREEMENT, GOVERNING LAW, OTHER OBLIGATIONS, FACSIMILE SIGNATURES:
This Agreement supersedes and replaces any existing agreement which I have
entered into with the Company relating generally to the same subject matter.
This Agreement may not on behalf of or in respect to the Company be changed or
modified, or released, discharged, abandoned or otherwise terminated, in whole
or in part, except by a subsequent written amendment or new agreement signed
by an officer or other authorized executive of the Company and signed by me.
My obligations under this Agreement shall continue during and after Company
employment, and shall be binding obligations on my legal representatives.
This Agreement shall be governed by the laws of New York State, U.S.A., and
the venue to enforce my obligations or for any matter related to this
Agreement, shall be either Albany or Rensselaer County Supreme Court, New
York.
Any facsimile signature on this Agreement shall be accepted as an original
for all purposes.
EXCEPT AS LISTED BELOW, I have no agreements with or obligations to others
in conflict with any of the obligations that I am accepting by signing this
document.
/s/ Xxxxx Xxxx /s/ Xxxx Xxxxxxx 12/1/98
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Witness signature Employee signature and date
signed
Xxxxx Xxxx Xxxx Xxxxxxx
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Print name of Witness Print name & Social Security #
of Employee
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Items entered by the Employee in the following sections must be acceptable
to MapInfo. If MapInfo does not accept such exclusions, or believes MapInfo
employment might create a conflict, the offer of employment associated
herewith may be withdrawn in MapInfo's sole discretion, and MapInfo shall
incur no liability as a result of such withdrawal.
THE FOLLOWING ARE ALL INVENTIONS, DISCOVERIES, CONCEPTS, IDEAS,
IMPROVEMENTS, KNOW-HOW TO WHICH I CLAIM RIGHTS THAT AROSE BEFORE MY EMPLOYMENT
BY MAPINFO OR ARE OTHERWISE NOT COVERED BY THIS AGREEMENT:
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THE FOLLOWING ARE THE ONLY AGREEMENTS OR OBLIGATIONS TO WHICH I AM A PARTY
WHICH MAY BE IN CONFLICT WITH OBLIGATIONS UNDERTAKEN ABOVE:
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(USE AND SIGN EXTRA SHEETS IF NECESSARY)
ACCEPTED BY MAPINFO CORPORATION /s/ Xxxx Xxxxx Date: 12/1/98
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Name/Title Vice President--Human Resources
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