Exhibit 10.7
ZYCAD CORPORATION
EMPLOYMENT, CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT
I, Xxxxxxx X. Xxxxx, as a Condition of my employment with Zycad Corporation,
its subsidiaries, successors and assigns (collectively the "Company"), and in
consideration of my employment with the Company and my receipt of the
compensation now and hereafter paid to me by the Company, agree to the
following:
1. AT-WILL EMPLOYMENT. I understand and acknowledge that my employment with
the Company is for an unspecified duration of time and constitutes "at-will"
employment. I acknowledge that this employment relationship may be
terminated at any time, with or without good cause or for any or no cause, at
the option of either the Company or myself, with or without notice.
2. CONFIDENTIAL INFORMATION.
(a) COMPANY INFORMATION. I agree at all times during the term of my
employment and thereafter, to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation without written authorization of an officer of the Company, any
Confidential Information of the Company. I understand that "Confidential
Information" means any Company proprietary information, technical data, trade
secrets or know-how, including, but not limited to, research, product plans,
products, services, customer lists and customers (including, but not limited
to, customers of the Company on whom I called or with whom I became
acquainted during the term of my employment), markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other
business information disclosed to me by the company either directly or
indirectly in writing, orally or by drawings or observation of parts or
equipment. I further understand that Confidential Information does not
include any of the foregoing items which have become publicly known and made
generally available through no wrongful act of mine or of others who were
under confidentiality obligations as to the item or items involved.
(b) FORMER EMPLOYER INFORMATION. I agree that I will not, during my
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity and that I will not bring onto the premises of the Company
any unpublished document or proprietary information belonging to any such
employer, person or entity unless consented to in writing by such employer,
person or entity.
(c) THIRD PARTY INFORMATION. I recognize that the Company has received, and
in the future will receive, from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain
the confidentiality of such information and to use it only for certain
limited purposes. I agree to hold all such confidential or proprietary
information in the strictest confidence and not to disclose it to any person,
firm or corporation or to use it except as necessary in carrying out my work
for the Company consistent with the Company's agreement with such third party.
3. INVENTIONS.
(a) INVENTIONS RETAINED AND LICENSED. I have attached hereto as Exhibit A a
list describing all inventions, original works or authorship, developments,
improvements and trade secrets which were made by me prior to my employment
with the Company (collectively "Prior Inventions"), which belong to me, which
relate to the Company's proposed business, products or research and
development, and which are not assigned to the Company hereunder; or, if no
such list is attached, I represent that there are no such Prior Inventions.
If in the course of my employment with the Company, I incorporate into a
Company product, process or machine a Prior Invention owned by me or in which
I have an interest, the Company is hereby granted and shall have a
non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to
make, have made, modify, use and sell such Prior Invention as part of or in
connection with such product, process or machine.
(b) ASSIGNMENT OF INVENTIONS. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit
of the Company, and hereby assign to the Company, or its designee, all my
right, title and interest in and to any and all inventions, original works of
authorship, developments, concepts, improvements or trade secrets, whether or
not patentable or registerable under copyright or similar laws, which I may
solely or jointly conceive or develop or reduce to practice, during the
period of time I am in the employ of the Company (collectively "Inventions"),
except as provided in Section 3(f) below. I further acknowledge that all
original works of authorship which are made by me (solely or jointly with
others) within the scope and during the period of my employment with the
Company and which are protectable by copyright are "works made for hire," as
that term is defined in the United States Copyright Act.
(c) INVENTIONS ASSIGNED TO THE UNITED STATES. I agree to assign to the United
States government all my right, title and interest in and to any and all
inventions whenever such full title is required to be in the United States by
a Contract between the Company and the United States or any of its agencies.
(d) MAINTENANCE OF RECORDS. I agree to keep and maintain adequate and current
written records of all inventions made by me (solely or jointly with others)
during the term of my employment with the Company. The records will be in the
form of notes, sketches, drawings and any other format that may be specified
by the Company. The records will be available to, and remain the sole
property of, the Company at all times.
(e) PATENT AND COPYRIGHT REGISTRATIONS. I agree to assist the Company or its
designee, at the Company's expense, in every proper way to secure the
Company's rights in the inventions and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applicable
forms, specifications, oaths, assignments and all other instruments which the
Company shall deem necessary in order to apply for and obtain such rights and
in order to assign and convey to the Company, its successors, assigns and
nominees the sole and exclusive rights, title and interest in and to such
Inventions, and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto. I further agree that my
obligation to execute or cause to be executed, when it is in my power to do
so, any such instrument or papers, shall continue after the termination of
this Agreement. If the Company is unable because of my mental or physical
incapacity or for any other reason to secure my signature to apply for or to
pursue any application for any United States or foreign patents or copyright
registrations covering inventions or original works of authorship assigned to
the Company as above, then I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent and
attorney-in-fact, to act for and on my behalf and stead, to execute and file
any such applications and to do all other lawfully permitted acts to further
the prosecution and issuance of letters patent or copyright registrations
thereon with the same legal force and effect as if executed by me.
(f) EXCEPTION TO ASSIGNMENTS. I understand that the provisions of this
Agreement requiring assignment of Inventions to the Company do not apply to
any inventions which qualifies under the provisions of California Labor Code
Section 2870 attached hereto as Exhibit B. I will advise the Company promptly
in writing of any inventions that I believe meet the criteria in California
Labor Code Section 2870 and not otherwise disclosed on Exhibit A.
4. CONFLICTING EMPLOYMENT. I agree that, during the term of my employment
with the Company, I will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in
which the Company is now involved or becomes involved during the term of my
employment, nor will I engage in any other activities that conflict with my
obligations to the Company.
5. RETURNING COMPANY DOCUMENTS. I agree that, at the time of leaving the
employ of the Company, I will deliver to the Company (and will not keep in my
possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other documents or
property, or reproductions of any aforementioned items developed by me
pursuant to my employment with the Company or otherwise belonging to the
Company, its successors or assigns. In the event of the termination of my
employment, I agree to sign and deliver the Company's standard Termination
Certification.
6. NOTIFICATION TO NEW EMPLOYER. In the event that I leave the employ of the
Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.
7. CORPORATE CODE OF BUSINESS ETHICS POLICY. I agree to diligently adhere to
the Company's Corporate Code of Business Ethics Policy a copy of which has
been received by me.
8. REPRESENTATIONS. I agree to execute any proper oath or verify any proper
document required to carry out the terms of this Agreement. 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 oral or written
agreement in conflict herewith.
9. ARBITRATION AND EQUITABLE RELIEF.
(a) ARBITRATION. Except as provided in Section 9(b) below, I agree that any
dispute or controversy arising out of or relating to any interpretation,
construction, performance or breach of this Agreement shall be settled by
arbitration, in accordance with the rules then in effect of the American
Arbitration Association. The arbitrator may grant injunctions or other relief
in such dispute or controversy. The decision of the arbitrator shall be
final, conclusive and binding on the parties to the arbitration. Judgment may
be entered on the arbitrator's decision in any court having jurisdiction. The
Company and I shall each pay one-half (1/2) of the costs and expenses of such
arbitration, and each of us shall separately pay our attorneys fees and
expenses.
(b) EQUITABLE REMEDIES. I agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants
set forth in Sections 2, 3, and 5 herein. Accordingly, I agree that if I
breach any of such Sections, the Company will have available, in addition to
any other right or remedy available, the right to obtain an injunction from a
court of competent jurisdiction restraining such breach or threatened breach
and to specific performance of any such provision of this Agreement. I
further agree that no bond or other security shall be required in obtaining
such equitable relief and I hereby consent to the issuance of such injunction
and to the ordering of specific performance.
10. GENERAL PROVISIONS.
(a) GOVERNING LAW: CONSENT TO PERSONAL JURISDICTION. This Agreement will be
governed by the laws of the State of California. I hereby expressly consent
to the personal jurisdiction of the state and federal courts located in
California for any lawsuit filed there against me by the Company arising from
or relating to this Agreement.
(b) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject matter
herein and merges all prior discussions and agreements between us. No
moderation of, or amendment to, this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing signed by the party
to be charged. Any subsequent change or changes in my duties, salary or
compensation will not affect the validity or scope of this Agreement.
(c) SEVERABILITY. If one or more of the provisions of this Agreement are
deemed void by law, then the remaining provisions will continue in full force
and effect.
(d) SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my heirs,
executors, administrators and other legal representatives and will be for the
benefit of the Company, its successors and assigns.
June 5, 1997 /s/ Xxxxxxx X. Xxxxx
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Signature of Employee
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Name of Employee
ZYCAD CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Title: President and CEO
EXHIBIT A
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP
Title Date Identifying Number
or Brief Description
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____ No Inventions or improvements
____ Additional sheets attached
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Signature
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Name (please print or type)
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Date
EXHIBIT B
CALIFORNIA LABOR CODE SECTION 2870
EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS
"(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 demonstrable anticipated
research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision of 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 this state and is unenforceable."
ZYCAD CORPORATION
CORPORATE CODE OF BUSINESS ETHICS POLICY
Zycad Corporation (the "Company") is committed to conducting its affairs in
strict compliance with the letter and spirit of the law and adhering to the
highest principles of business ethics. The basis for this policy is the
fundamental and abiding respect for law and ethical business practices, and a
realization that the Company's overall interests and those of employees,
stockholders and the public are best served by rigid adherence to this
policy. All employees of the Company are expected to conduct themselves in a
manner that supports these principles and demonstrates commitment to
excellence and integrity in business relationships. Accordingly, all
employees and independent contractors must avoid activities which are in
conflict, or give the appearance of being in conflict, with these principles
and with the interests of the Company. The following are potentially
compromising situations which must be avoided. Any exceptions must be
reported to the President and CEO and written approval for continuation must
be obtained.
1. Revealing confidential information or trade secrets to outsiders or
misusing confidential information or trade secrets. Unauthorized divulging
of information is a violation of this policy whether or not for personal gain
and whether or not harm to the Company is intended.
2. Providing to any agent, customer or representative of the customer as an
inducement or reward for assistance in making a deal, or accepting from
suppliers, competitors or customers, payment of any kind, expensive
entertainment, vacations or pleasure trips, gifts of more than nominal value
or other favors, except those which are customarily accepted or given as
common courtesy associated with usual business practice and good judgment.
3. Initiating or approving personnel actions affecting reward or punishment
of employees or applicants where there is a family relationship or is, or
appears to be, a personal or social involvement.
4. Initiating or approving any form of personal or social harassment of
employees.
5. Investing or holding outside directorships in suppliers, customers or
competing companies, including financial speculation, where such investment
or directorship might influence in any manner a decision or course of action
of the Company.
6. Borrowing from, or lending to, customers or suppliers.
7. Using "Inside Information" obtained by reason of their employment for
personal gain or advantage. This includes (a) the disclosure or improper use
of confidential information, (b) the purchase of securities based on such
things as knowledge of a pending acquisition, a major new development or
product, a dramatic increase or decrease in the level of business, or a
pending stock split, and (c) the acquisition of assets from the Company which
could be sold on more favorable terms to others.
8. Improperly using or disclosing to the Company any proprietary information
or trade secrets of any former or concurrent employer or other person or
entity with whom obligations of confidentiality exist.
9. Unlawfully discussing prices, costs, customers, sales or markets with
competing
companies or their employees.
10. Making any unlawful agreements with distributors with respect to prices.
11. Improperly using or authorizing the use of any inventions which are the
subject of patent claims of any other person or entity.
12. Engaging in side agreements, either oral or written, between a
salesperson and the customer beyond what is disclosed in the contractual
documents.
13. Failing to comply in all respects with the Antitrust Foreign Corrupt
Practices Act, and trade regulation laws applicable to operations of the
Company.
14. Failing to utilize corporate funds for lawful corporate purposes only and
properly and accurately reflecting all transactions on its books and records.
15. Engaging in any conduct which is not in the best interest of the Company.
Each employee and independent contractor must take every necessary action to
ensure compliance with these guidelines and to bring problem areas to the
attention of higher management for review. Violations of this code of
business ethics of interest policy may result in discharge without warning.
ADDENDUM TO
ZYCAD CORPORATION EMPLOYMENT
CONFIDENTIAL INFORMATION AND
INVENTION AND ASSIGNMENT AGREEMENT
This Addendum is made this 5th day of June 1997 between Xxxxxxx X. Xxxxx
("Employee") and Zycad Corporation (the "Company").
The Zycad Corporation Employment Confidential Information and Invention
Assignment Agreement is amended by adding a provision that reads as follows:
"In the event Employee's employment with the Company is terminated
involuntarily and without cause, or in the event the Company is sold,
or a change of control of 50% or more of the Company's outstanding
common stock occurs, or it is merged with another company and Employee
is not offered a comparable position with at least equal compensation,
the Company will pay Employee severance pay consisting of base salary
only plus health insurance benefits payable on a semimonthly basis for
a period of twelve (12) months or until Employee becomes re-employed,
whichever occurs first.
ZYCAD CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
