EMPLOYEE SECRECY, INVENTION AND NONCOMPETITION AGREEMENT
In
consideration and as a condition of my employment or continued employment by New
Generation Motors Corporation, a Virginia Corporation (the "Company"), and my
compensation and benefits as a consequence thereof, I agree that my employment
by the Company shall be governed by the following terms and
conditions:
1. Inventions.
I hereby agree to assign and do hereby assign to the Company my entire right,
title and interest throughout the world in and to all inventions, improvements,
discoveries and ideas (whether or not patentable) relating to any aspect of the
Company's technology, products, production methods, service proprietary
information, research and/or development, or any other aspect of the Company's
business or property ("Inventions"), which are made, conceived or first reduced
to practice by me (alone or with others) during my employment by the Company,
whether or not during normal working hours and whether or not while on the
Company's premises, or, to the-extent any such Inventions exist, which have been
made, conceived or first reduced to practice by me (alone or with others) prior
to my employment by the Company but in contemplation of such employment or the
possibility thereof, or which result from or are suggested by any of the work I
have performed or may perform for or on behalf of the Company at any time. In
addition to and without limiting the foregoing, I hereby specifically agree to
assign and do hereby assign to the Company my entire right, title and interest
throughout the world in and to all inventions, improvements, discoveries and
ideas (whether or not patentable) relating to the design, development and
manufacture of vehicles and components for electric and hybrid electric motor
vehicles (collectively the "Technology"), which are made, conceived or first
reduced to practice by me (alone or with others) during my employment by the
Company, whether or not during normal working hours and whether or not while on
the Company's premises, or, to the extent such Technology exists, which have
been made, conceived or first reduced to practice by me (alone or with others)
prior to my employment by the Company, or which result from or are suggested by
any of the work I have performed or may perform for or on behalf of the Company
at any time. (The term "Inventions" as used herein shall include the
Technology.) I further agree to assign and do hereby assign to the Company my
entire right, title and interest throughout the world in and under the
aforementioned Confidentiality Agreement and any other agreements relating to
the Technology or other Inventions. I agree to disclose any and all Inventions
promptly to the chief executive officer of the Company or his designee and to
document and cooperate in the documentation of any such Invention to the extent
the company reasonably requests. I will not assert any right with regard to any
Invention, whether or not I perfected or acquired such right prior to my
employment by the Company, except such Inventions as are particularly identified
on a schedule attached to this Agreement and executed by the Company and
me.
2. Patent and Other
Assistance. I agree to do all things which the
Company determines are necessary or useful to apply for and/or obtain, extend or
improve Letters Patent in the United States and patent rights in such other
jurisdictions as the Company may determine, and otherwise to secure and protect
all rights in and to all Inventions (except Inventions particularly identified
on the aforesaid schedule), all at the Company's expense. I acknowledge that my
obligation in this regard will continue beyond the termination of my employment
for any reason, provided that the Company pays me reasonable compensation for my
time in addition to any out-of-pocket expenses for any such assistance after
termination of my employment.
3.
Secrecy.
I will not during my employment by the Company or thereafter at any time
disclose to others ar use for my own benefit any confidential information
pertaining to the Company or the business of the Company or any of its
customers, agents, representatives consultants licensor or licensees (the
"Proprietary Information"), except as may be necessary or otherwise authorized
in the course of performing my particular duties as an employee of the Company.
I acknowledge that the Proprietary Information may include (without limiting the
generality of the foregoing): business plans or projections, engineering
techniques, engineering plans and specifications, inventions, research plans and
projects, pricing policies, cost information, supplier and customer lists and
contracts, manufacturing techniques, applications and service policies,
financial and sales performance data, personnel information and personnel
policies, sales data, and any other information which has not been made public.
Information shall be deemed to have been made public if it has become generally
known in the automotive industry other than as a result of any breach by me of
any obligation to the Company.
4.
Ownership of
Writings. I agree that any and all writings
including, without limitation, notes, drawings, specifications, schematics,
marketing plans, financial plans, and studies and reports prepared, compiled or
acquired by me relating to any aspect of the Company or its business, products,
plans or proposals (in whatever medium) are and shall remain the exclusive
property of the Company. I further agree to take every reasonable step to
maintain the security and integrity of all of the foregoing. I agree that upon
termination of my employment with the Company for any reason, I will turn over
to the Company all property (including but not limited to the foregoing
writings) then in my possession or custody or subject to my control and
belonging to the Company (including, without limitation, any and all written
documentation and reproductions pertaining to the Proprietary
Information).
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5. Full-Time and Exclusive
Employment. I acknowledge that my
employment by the Company will be on a full-time basis, and I agree not to
undertake any other employment (whether or not compensated) without the prior
written consent of the Company. In the event of termination of my employment,
the Company shall have the right for a one-year period thereafter to retain me
as a consultant, and I agree to be so retained and to render such consulting
services as are requested by the Company during such one-year period, except any
services which would interfere with the performance of my duties on behalf of my
primary employer. The Company shall pay for all such consulting services at a
reasonable rate of compensation to be agreed upon at such time.
6. Government
Secrecy. I further agree that I will
observe
all statutes, and all rules and regulations of any United States
federal or local government agency, relating to the confidentiality
of classified information which may be disclosed or entrusted to me in
connection with any contract between the Company and the United States of
America or any agency thereof or any United States government contractor or
subcontractor.
7. Specific
Performance. I recognize that irreparable injury
would result to the Company and its business and property in the event of any
breach of this Agreement by me and, therefore, I agree that in the event of any
such breach the Company will be entitled, in addition to any other available
remedies (including, without limitation, recovery of monetary damages and/or
termination of employment) to obtain an injunction or other order to enforce the
terms of this Agreement and to restrain the continuation or repetition of such
breach or any similar breach.
8. General
Applicability. This Agreement shall also apply to
any consulting arrangement I may enter into with the Company. All references
herein to my employment shall mean and include any such consulting
arrangement.
9. Noncompetition.
As used in this Section 9:
A. "Conf1icting Product" means any
product, process, machine or service of any person or organization other than
the Company, in existence or under development, which resembles or competes with
a product, process, machine or service of the Company or whose use or
marketability would be enhanced by application to it of Proprietary
Information.
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B. "Conflicting
Organization" means any person or organization which is engaged in, or
about to become engaged in, anywhere in North America, research in or
development, production, marketing or
selling of a Conflicting Product, or which is engaged in, or about to become
engaged in, the transfer of technology or products, directly or indirectly, to
any such person or organization.
During
the period of my employment and for two (2) years thereafter I will not render
services directly or indirectly to any Conflicting Organization, except that
after termination of such employment I may accept employment with a Conflicting
Organization whose business is diversified and which is, as to that part of its
business in which I accept employment, not a Conflicting Organization; provided
that, prior to my accepting such employment, the Company shall have received
from me (i) written assurance satisfactory to the Company that I shall not
render services, directly or indirectly, in connection with any Conflicting
Product during such two-year period and (ii) written acknowledgement from such
Conflicting Organization that they are aware of this Agreement and that they
acknowledge my obligations hereunder.
10. Miscellaneous.
This Agreement is governed by the law of the Commonwealth of Virginia.
This Agreement may not be modified except by an instrument in writing executed
by the Company and me and no waiver of any provision hereof shall be effective
unless made in writing with specific reference to this Agreement. I agree that
it is our mutual intention that this Agreement be enforced as written, and I
believe such enforcement is fair and appropriate in light of my position with
the Company. However, if any provision hereof is determined to be invalid or
unenforceable to any extent in any circumstances, such determination shall not
affect the validity or enforceability of any other provision or of this
Agreement as a whole, or of the same provision to any other extent or under any
other circumstances. Any court may therefore limit my obligations under this
Agreement to the extent it deems necessary to make this Agreement, as modified,
enforceable to the greatest extent possible, and this Agreement, as so modified,
shall remain enforceable. I ACKNOWLEDGE HAVING READ, EXECUTED AND RECEIVED A
COPY OF THIS AGREEMENT and agree that this Agreement sets forth the entire
understanding and agreement with the Company relating to the subject matter
hereof, and may not be amended or modified except by a writing executed by
myself and an authorized representative of the Company. This Agreement shall
inure to the benefit of the successors and assigns of the Company and shall be
binding upon my heirs, assigns, administrators and
representatives.
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IN
WITNESS WHEREOF, I have set my hand hereto, and this Agreement
shall be an agreement made under seal, as of this 1st
day
of November, 1995.
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/s/
Xxxx Xxxxxxxxx
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[Employee]
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ACCEPTED
AND AGREED:
NEW
GENERATION MOTORS CORPORATION
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By
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/s/ Xxxxx X. Xxxxxx |
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Xxxxx
X. Xxxxxx,
President
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