EXHIBIT 10.7(b)
AGREEMENT
---------
This Agreement is entered into by and between XXXXXX XXXXXXX ("Employee") and
MODEM MEDIA ADVERTISING LIMITED PARTNERSHIP ("Employer" or "Company").
NOW, THEREFORE, in consideration of Employee's employment, Employee and Employer
agree as follows:
I. NONCOMPETITION
--------------
A. Employee agrees not to engage in any Competitive Activity during
a period of one year following the termination of his employment or his
voluntary resignation from employment. For purposes of this Agreement,
"Competitive Activity" shall mean: (i) the providing of services similar to
those provided by Employer, other than on the Employer's behalf, to any Client
for whom the Employer performed substantial services during the two-year period
immediately preceding the termination of Employee's employment or Employee's
voluntary resignation (ii) the solicitation or inducement of any employee to
leave the employ of the Employer or the hiring of any such employee; or (iii)
the request or advisement to any Client of the Employer to withdraw, curtail or
cancel its business with the Employer.
B. As used in this Agreement the term "Client" shall also include
any prospective client to whom a presentation (or similar offering of services)
has been made by the Employer during the one-year period immediately preceding
the termination of Employee's employment or Employee's voluntary resignation,
and Employee has had access to Confidential Information concerning such
prospective client or such presentation.
II. CONFIDENTIALITY
---------------
A. Employee will not disclose at any time, whether while employed or
thereafter, any trade or business secrets or any Confidential Information about
the business of Employer or its subsidiaries, its parent, or its affiliates
except as shall be required in the proper conduct of Employer's business.
Employee understands and acknowledges that he will gain valuable training
relating to the Company's operations, finances, customers, services and other
products and methods. He understands that he will possess or have access to
become aware of through these lists and/or through other Company employees,
information relating to the requirements of the Company's customers, the types
of services and other products utilized, their ability to pay, preferences as to
service frequency and times for service, the identity of those authorizing
service and the identity of actual users, leads to other customers and users,
and the Company's method of finances, operations, and selling and promoting its
services and other products, its prices, and plans, all of which lists and
information he acknowledges as competitively sensitive and as constituting the
Company's Confidential Information.
B. Employee therefore agrees that, while in the Company's employ or
at any time thereafter, he will treat and hold all such knowledge and
information as the Company's Confidential Information, and will not divulge it
to any person or entity outside the Company, or not engaged to render services
to the Company, except with the prior written consent of an officer authorized
to act in the matter by the Company. "Confidential Information" shall include,
without limitation, trade secrets, information relating to any inventions,
processes, formulae, plans, devices, compilations of information, methods of
distribution, customers, client relationships, or marketing strategies of the
Company, its divisions, subsidiaries, and affiliates. Employee will not copy,
take or retain any documents containing such Confidential Information, nor will
he disclose or use the Confidential Information he gained during the course of
his employment with the Company.
C. This Agreement shall be in addition to, and not in limitation or
derogation of, any obligations otherwise imposed by law or by separate agreement
upon Employee. Employer shall not be held liable for any damages resulting from
any breach by Employee of an obligations imposed by separate agreement upon
Employee.
III. PROPRIETARY RIGHTS
------------------
A. Employee agrees that Employer shall have all rights including
international property rights in: all tests, inventions, developments and
discoveries, whether or not patentable, and all suggestions, proposals, computer
programs and writings, including any copyright interests, therein, which
Employee authors, conceives or makes, either solely or jointly with others
during his employment with Employer which relate to any subject matter with
which Employee's work for Employer may be concerned or involve the use of the
time, equipment, materials or facilities of Employer.
B. Employee will disclose to Employer all ideas, inventions,
improvements, discoveries, and writings based on Confidential Information as
defined above within one year thereafter, if such inventions or writings relate
to the subject of Employee's work for Employer.
IV. COOPERATION
-----------
Employee will, during the term of his employment and thereafter, at
the request of Employer and without expense to Employer, execute all documents
and take all actions as may be necessary in order to assign all rights to or
otherwise vest good title to Employer in the property and proprietary rights
described in Section III.
V. SEVERABILITY
------------
The invalidity or nonenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. To the fullest extent permitted by law, the provisions of this
Agreement shall be construed as if the geographic or business scope or the
duration of such provision or other basis on which such provision has been
challenged had been more narrowly drafted so as not to be invalid or
unenforceable.
VI. INJUNCTIVE RELIEF
-----------------
In the event of a breach by Employee of the terms of this Agreement,
Employer shall be entitled to institute legal proceedings to obtain damages for
any such breach, or to enforce the specific performance of this Agreement by
Employee and to enjoin Employee from any further violations and to exercise such
remedies cumulatively or in conjunction with all other rights and remedies
provided by law. Employee acknowledges, however, that the remedies at law for
any breach of the provisions of this Agreement may be inadequate and that the
Employer shall be entitled to injunctive relief against Employee in the event of
any breach. Employer shall be entitled to attorneys' fees and costs in any
successful action to enforce any section of this Agreement.
/s/ Xxxxxx Xxxxxxx
__________________________________
Xxxxxx Xxxxxxx
__________________________________
Modem Media Advertising Limited Partnership
