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Employee's Last Name First Name
XXXXXX TECHNOLOGIES, INC.
NON-DISCLOSURE, NON-SOLICITATION, NON-COMPETITION
and INVENTIONS AGREEMENT
In consideration of my employment with Xxxxxx Technologies,
Inc. (the "Company") or, if I already am an employee of the Company, in
consideration of my continued employment with the Company, and other good and
valuable consideration, receipt of which is hereby acknowledged, I hereby agree
as follows:
1. NON-DISCLOSURE
a. I recognize that the Company possesses and will continue to
possess information that has been created, discovered, developed, or otherwise
become known to the Company and/or in which property rights have been assigned
or otherwise conveyed to the Company, which information has commercial value in
the business in which the Company is or may become engaged. All of the
aforementioned information is hereinafter called "Proprietary Information."
b. By way of illustration, but not limitation, Proprietary
Information includes trade secrets, processes, structures, formulas, data and
know-how, improvements, inventions, product concepts, techniques, marketing
plans, strategies, forecasts, customer lists and information about the Company's
employees and/or consultants.
c. At all times, both during my employment by the Company and
after its termination, I will keep in confidence and trust all Proprietary
Information, and I will not use or disclose any Proprietary Information or
anything directly relating to it without the prior written consent of the
President of the Company, except as may be necessary in the ordinary course of
performing my duties as an employee of the Company and only for the benefit of
the Company.
2. NON-SOLICITATION
During the term of my employment by the Company, and for
twelve months thereafter, I shall not, directly or indirectly, without the prior
written consent of the Company: (a) solicit or induce any employee of the
Company to leave the employ of the Company; or (b) hire for any purpose any
employee of the Company, or any former employee within six months of the
termination of said employee's employment with the Company.
3. NON-COMPETITION
During the period of my employment by the Company and for a
period of twelve months following the termination of my employment, I will not,
directly or indirectly, engage or become interested in any way (whether as an
owner, stockholder, partner, lender, investor, director, officer,
employee, consultant or otherwise) in any activity, business or enterprise,
located within the geographical area of the United States or Canada, that is
competitive with any significant part of the business conducted by the Company
or as contemplated to be conducted by the Company, without the prior consent of
the President of the Company.
4. INVENTIONS
a. Disclosure of Inventions. I will promptly disclose to the
Company, or any persons designated by it, all improvements, inventions, designs,
ideas, works of authorship, copyrightable works, discoveries, trademarks,
copyrights, trade secrets, formulas, processes, techniques, know-how, and data
(collectively, "Inventions"), whether or not patentable, made or conceived or
reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment (whether or not during normal working hours)
which:
(i) are related to or useful in the business of the
Company; or
(ii) result from tasks assigned me by the Company; or
(iii) result from use of premises or equipment owned,
leased, or contracted for by the Company.
b. Assignment of and Assistance on Inventions. I hereby assign
to the Company any rights I may have or acquire in all Inventions and agree that
all Inventions shall be the sole property of the Company and its assigns, and
the Company and its assigns shall be the sole owner of all patents, copyrights
and other rights in connection therewith. I further agree to assist the Company
in every way (but at the Company's expense) to obtain and from time to time
enforce patents, copyrights or other rights on said Inventions in any and all
countries.
c. Prior Inventions. All improvements, inventions, designs,
ideas, works of authorship, copyrightable works, discoveries, trademarks,
copyrights, trade secrets, formulas, processes, techniques, know-how and data
relevant to the subject matter of my employment by the Company which have been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my engagement by the Company shall be deemed "Inventions" for
the purposes of this Agreement except as set forth on Exhibit A hereto.
5. MISCELLANEOUS PROVISIONS
a. I recognize, understand, agree and acknowledge that the
Company has a legitimate and necessary interest in protecting its goodwill and
Proprietary Information. I further affirm, represent, and acknowledge that in
the event of my termination of employment with the Company, my experience and
capabilities are such that the enforcement of this Agreement will not prevent me
from obtaining employment in another line of business different from that
carried on by the Company and permitted under this Agreement. I further affirm,
represent and acknowledge that I have received good and valuable consideration
for entering into this Agreement.
b. Remedies for Breach. I agree that any breach of this
Agreement by me would cause irreparable damage to the Company and that, in the
event of such breach, the Company shall have, in addition to any and all
remedies at law, the right to an injunction, specific performance or other
equitable relief to prevent or redress the violation of my obligations
hereunder.
2.
c. Separability. If any provision hereof shall be declared
unenforceable for any reason, such unenforceability shall not affect the
enforceability of the remaining provisions of this Agreement. Further, such
provision shall be reformed and construed to the extent permitted by law so that
it would be valid, legal and enforceable to the maximum extent possible.
d. Term of Agreement. This Agreement shall be effective
as of the date set forth below and shall survive the termination of my
employment by the Company, regardless of the manner of such termination.
e. Applicable Law. Any dispute arising under or related in
any manner to this Agreement or my employment by the Company shall in all
respects be governed by, adjudicated, construed and enforced in accordance
with the laws of the State of New York.
f. Jurisdiction and Venue. I irrevocably and unconditionally
submit to the non-exclusive jurisdiction of any United States federal or New
York state court sitting in New York City in any action or proceeding relating
in any manner to this Agreement or to my employment by the Company, including
the termination of such employment. Further, I irrevocably and unconditionally
agree that all claims relating in any manner to this Agreement or to my
employment by the Company, including the termination of such employment, may be
heard and determined in any such court and waive any objection I may now or
hereafter have as to venue of any such action or proceeding brought in such
court or the fact that such court is an inconvenient forum.
g. Attorney's Fees. The prevailing party in any action
arising under or related in any manner to this Agreement or to my employment by
the Company shall recover from the other party or parties thereto reasonable
attorney's fees, costs and expenses.
Dated:_____________
By:___________________________________
Print Name:____________________________
ACCEPTED AND AGREED TO:
Xxxxxx Technologies, Inc.
By:___________________________________
Name:
Title:
3.
EXHIBIT A
Xxxxxx Technologies, Inc.
0000 00xx Xxxxxx
Xxxx Xxxxxx Xxxx, XX 00000
Gentlemen:
The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by you (the "Company") which
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my engagement by the Company which shall not be deemed to
be "Inventions" for purposes of the foregoing Non-Disclosure and Inventions
Agreement:
__________ No inventions or improvements
__________ See Below
________________________________________
________________________________________
________________________________________
________________________________________
__________ Additional sheets attached
Very truly yours,
________________
4.
