ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT made as of this 11 day of June 1999, by Xxxxxxxx
Xxxxx, an individual with Israeli ID number 000000000, to and in favor of Savin
Electronics Inc., a New Jersey corporation and its subsidiaries (the ACompany@).
For full and adequate consideration, the receipt and sufficient of which I
hereby acknowledge, I hereby represent, covenant, agree and acknowledge as
follows:
1. The Proprietary Products (as defined below) are and shall be the
exclusive property of the Company and I shall not have, nor claim to
have, any right, title or interest therein or thereto in such
capacity. All opportunities relating to the Proprietary Products,
whether or not involving third parties, shall belong to and be carried
out for the account of the Company. I shall from time to time execute
and deliver such additional instruments of transfer as may be
requested by the Company to confirm such transfer to the Company.
"Proprietary Products" means collectively Documents, Developments and
Related Property, all as defined hereafter. ARelated Property@ means
all tangible and intangible property owned by, or licensed to, or
otherwise used by me in connection with network data security,
including, without limitation, ideas, concepts, projects, programs,
computer software or hardware, data bases, specifications,
documentation, algorithms, source codes, object codes, program
listings, product platforms and architectures, concepts, screens,
formats, technology, know-how, Developments, research and development
and patents, copyrights, trademarks, trade names, service names,
service marks, logos and designs and other proprietary rights and
registrations and applications and the rights to apply therefor.
ADevelopments@ means discoveries, inventions, concepts, ideas,
designs, methods, formulas, know-how, techniques, systems or any
improvements or enhancements thereon, whether or not patentable or
copyrightable, made, conceived, improved or developed, in whole or in
part, by me relating to network data security. ADocuments@ means any
and all books, textbooks, letters, pamphlets, drafts, memoranda,
notes, records, drawings, files, documents, manuals, compilations of
information, correspondence or other writings of any kind and all
copies, abstracts and summaries of any of the foregoing, whether in
printed, written or electronic data or any machine readable form: (i)
of mine; or (ii) in my possession or control and pertaining to, and
used in the furtherance of, network data security.
2. Any and all Inventions (as defined below) shall be deemed work
specifically ordered or commissioned by the Company and each such work
shall be considered a "work made for hire" within the meaning of 17
U.S.C. '101 of the United States Copyright Act and all rights to such
work shall belong entirely to the Company. I shall from time to time,
promptly upon the request of the Company, execute and deliver to the
Company any instruments necessary to effect the irrevocable assignment
of all my right, title and interest, including copyright and author
rights, in such works to the Company and for the Company to obtain
proprietary rights in connection therewith. "Inventions" shall mean
discoveries, concepts, ideas, designs, methods, formulas, know-how,
techniques, or any improvements thereon, whether patentable or not,
made, conceived or developed, in whole or in part, by me with respect
to any Proprietary Products or any work in which I may be engaged or
to which I am exposed relating to the Proprietary Products.
I shall, promptly upon the request of the Company, communicate and
fully disclose to the Company any and all Inventions made or conceived
by me, and any and all Inventions which I may conceive or make, during
my employment with the Company, shall be at all times and for all
purposes regarded as acquired and held by me in a fiduciary capacity
and solely for the benefit of the Company and shall be the sole and
exclusive property of the Company.
3. That the success of the Company depends on the innovative Proprietary
Products and that it is imperative that all Confidential Information
(as defined below) is maintained in strict confidence. Confidential
Information is the exclusive property of the Company. I shall
therefore retain in strict confidence and not copy or disclose or
transfer to any third party any Confidential Information.
"Confidential Information" means information disclosed by the Company
to me, or developed or obtained by me whether before or after the date
of this Agreement relating to or concerning the Proprietary Products,
and the research, development, sale, distribution, marketing
maintenance, support and licensing of the Proprietary Products and the
development and exploitation of proprietary rights relating thereto,
whether or not any of the foregoing are patentable or copyrightable,
including without limitation: all know-how, technical information,
inventions, ideas, concepts, processes, trading systems, trading
signals, procedures, operations, investment strategy, computer
programs and software, research and development plans and results,
data bases, specifications, documentation, algorithms, source codes,
object codes, program listings, product platforms and architecture,
concepts, screens, formats, "look and feel" of proprietary software,
trade secrets, technology, product information, product availability,
pricing information, customer and supplier lists, financial
information, business and marketing plans, the practices and methods
of the Company, and marketing and other relationships between the
Company, its customers, employees, agents, consultants and independent
contractors; provided, that Confidential Information shall not include
information which (i) at the time of disclosure is generally known in
the business and industry in which the Company is or may subsequently
become engaged, or (ii) after disclosure is published or otherwise
becomes generally known in such business or industry through no fault
of mine.
4. That any and all Documents made or kept by me or work performed in the
performance of my duties for the Company, shall be and are the sole
and exclusive property of the Company. I agree to execute and deliver
to the Company any and all agreements or instruments of any nature
which the Company deems necessary or appropriate to acquire, enhance,
protect, perfect, assign, sell or transfer its rights under this
Agreement. I also agree that upon request I will place all Documents
in the Company's possession and will not take with me without the
written consent of a duly authorized officer of the Company any
Documents or reproductions thereof relating or pertaining to or
connected with my relation to the company or the business of the
Company. I further agree to execute and deliver to the Company such
instruments as the Company may request from time to time, necessary or
appropriate to confirm or otherwise effectuate the Company's rights
under this Agreement including separate instruments of transfer.
5. That I shall assist the Company in every proper way upon request to
obtain for its benefit patents, copyrights, trade names, trademarks,
service names, service marks for any and all Proprietary Products and
Inventions in the United States and all foreign countries. All such
patents, copyrights, trade names, trademarks, service names, service
marks and any registrations and applications therefor are to be, and
remain, the exclusive property of the Company and I agree that I will,
whenever so requested by the Company or its duly authorized agent,
make, execute and deliver to the Company its successors, assigns, or
nominees, without charge to the Company, any and all applications,
assignments and all other instruments which the Company shall deem
necessary or appropriate in order to apply for and obtain such
patents, copyrights, trade names, trademarks, service names, and
service marks or in order to assign and convey to the Company, their
successors, assigns or nominees, the sole and exclusive right, title
and interest therein and thereto. My obligations to execute any such
instruments shall continue for a period of two (2) years after the
termination of my relation with the Company (whether as an officer,
director, employee, consultant, agent, or otherwise), and such
obligations shall be binding upon my heirs, executors, assigns,
administrators or other legal representatives. For the aforementioned
Two years obligation following the termination of my relation with the
Company, for services rendered by me , a reasonable fee arrangement
shall be negotiated with the Company.
6. That the Proprietary Products are the exclusive and valuable property
of the Company and may not be used by me for any purpose of any kind,
directly or indirectly, except for the sole and exclusive benefit of
the Company and acknowledge and agree that the success of the Company
depends on my observance of the covenants contained in this Paragraph
6.
In consideration of the rights and benefits granted to me by the
Company, I agree that for a period of Three (3) years after the date
of this Agreement (the ARestrictive Period@), I shall not directly or
indirectly, for myself or on behalf of or in conjunction with any
other person, company, partnership, corporation, business, group, or
other entity (each, a Aperson@) anywhere in the world:
(a) Engage or participate in any position, whether as an officer,
director, partner, joint venturer, executive, manager,
supervisor, employee, independent contractor, consultant,
advisor, or sales representative, or own more than 5% (five
percent) of any class of securities of, or own any equity
securities which would enable me to control or influence the
management of, any business primarily or substantially, directly
or through subsidiaries or controlled investments involved in the
business contemplated by the Company or conducted by the Company
in the field of Network Data Security; or perform any research or
development or distribution or marketing services for any
Proprietary Product of the Company, or any product which is
developed or marketed by the Company.
2 Engage in (for my own account or otherwise), or perform services
of any nature for any entity which engages in, a business which
is in any manner directly or indirectly similar to that of the
business ((contemplated (while I still have any relations with
the company) or actual)) of the Company other than the Company,
without the prior written approval of the Company, which the
Company may grant or withhold in its sole discretion.
In this regard, I acknowledge that the Company has made an
extraordinary investment in the development of the Proprietary
Products and that even the inadvertent disclosure of any element of
the Proprietary Products could cause irreparable harm to the Company
and that any trading or other investment activities described in this
paragraph could also adversely affect the performance of the
Proprietary Products.
(c) Solicit, hire or retain any consultant or employee of the Company
or persuade or entice any such consultant or employee to terminate or
lessen the extent of his, her or its relationship with the Company;
(d) Engage in any activity to interfere with, disrupt or damage the
Company or its relationships with any of its clients, customers,
distributors, suppliers, investors or other financial co-venturers or
other business relationship;
i.e. In the event of my or threatened breach of this Section 6, the
Company shall be entitled to such equitable and injunctive relief
as may be available to restrain me and any business, individual
or entity participating in such breach from violating the
provisions hereof. Nothing contained herein shall be construed as
prohibiting the Company from pursuing any other remedies
available in equity or at law for such breach or threatened
breach.
i.e. The covenants in this Section 6 are severable and separate, and
the unenforceability of any specific covenant shall not affect
the provisions of any other covenant. If any provision of this
Section 6 relating to the time period, geographic area or scope
of business of the restrictive covenants shall be declared by a
court of competent jurisdiction or arbitration panel to exceed
the maximum time period, geographic area or scope of business, as
applicable, that such court or arbitration panel deems reasonable
and enforceable, said time period, geographic area or scope of
business shall be deemed to be, and thereafter shall become, the
maximum time period, largest geographic area or widest scope of
business that such court or arbitration panel deems reasonable
and enforceable and this Agreement shall automatically be
considered to have been amended and revised to reflect such
determination.
Sincerely,
/s/Xxxxxxxx Xxxxx
-----------------------
Xxxxxxxx Xxxxx
