I, , hereby agree to the terms and conditions of this Non-Competition and Non- Solicitation Agreement (this "Agreement") in consideration of my employment or continued employment by or its subsidiaries or other affiliates (collectively, the "Company"). 1. NON-COMPETITION; NON-SOLICITATION OF CUSTOMERS. 1.1. I agree that during my employment with the Company and for a period of twelve (12) months thereafter (the "Non-Competition Period"), I will not, as an employee, officer, director, shareholder (other than an owner of 1% or less of the outstanding shares of any publicly-traded company), consultant, partner or in any other capacity, engage in any employment, business, or activity in any country in which the Company then has operations (the "Restricted Territory") that is in any way competitive with the business of the Company and I will not directly or indirectly assist any other person or organization in competing with the Business of the Company or in preparing to engage in competition with the Business of the Company in the Restricted Territory. 1.2. Similarly, during my employment with the Company and for a period of twelve (12) months thereafter (the "Non-Solicitation Period"), I will not directly or indirectly solicit, or assist any other person to solicit, any customers of the Company, on my own behalf or on behalf of any third party, in connection any goods or services that are competitive with the Business of the Company. 1.3. The provisions of Section 1.1 and Section 1.2 shall apply both during normal working hours and at all other times (including, but not limited to, nights, weekends and vacation time) during the Non- Competition Period or Non-Solicitation Period, as the case may be.
2. NON-SOLICITATION OF EMPLOYEES. During the Non-Solicitation Period, I will not directly or indirectly: (i) encourage any employee, consultant, or
person who was employed by Company on the date of termination of my employment (or at any time during the six (6) month period prior to termination of my employment) to leave Company for any reason, nor will I solicit their services, (ii) assist any other person or entity in such encouragement or solicitation or (iii) hire or assist in hiring or retaining any such employee or consultant. 3. AUTHORIZATION TO NOTIFY SUBSEQUENT EMPLOYER. I hereby authorize the Company to notify any subsequent employer about my rights and obligations under this Agreement following the termination of my employment with the Company. 4. LEGAL AND EQUITABLE REMEDIES. I acknowledge that my services are personal and unique and that I have and have had access to and become acquainted with confidential or proprietary information of the Company, and that the Company shall therefore have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief in any court of competent jurisdiction, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. 5. ACKNOWLEDGEMENT. I acknowledge and agree that the foregoing restrictions on my future with employment and business activities are fair and reasonable given the nature and scope of Company's business, the substantial investment by Company of capital and other resources to develop the same, the nature of my position with Company and my access to valuable confidential and proprietary information of the Company. 6. EMPLOYMENT. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of my employment by the Company, nor shall it interfere in any way with any right that I or the Company may have to terminate my employment at any time, with or without cause. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement unless otherwise expressly stated in writing by the Company. 7. SEVERABILITY. The invalidity or unenforceability of any one or more of this Agreement's terms or provisions shall not impair or affect the validity or enforceability of the remaining terms or provisions, and this Agreement shall be construed and enforced as if the invalid or unenforceable term or provision had not been contained in this Agreement. If any term or provision contained in this Agreement is adjudged by a court of competent jurisdiction to be excessively broad as to duration, scope or subject, the term or provision shall be limited and reduced so as to be enforceable under applicable law. 8. 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 its assigns. 9. SURVIVAL. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee. 10. MODIFICATION AND WAIVERS. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. 11. ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND ITS TERMS. I ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY. By signing below, I accept and agree to the terms and conditions of this Agreement, effective as of the first day of my employment with the Company: I Accept |
I, hereby agree to the terms and conditions of this Confidentiality and Intellectual Property Agreement (this "Agreement") in consideration of my employment or continued employment by or its subsidiaries or other affiliates (collectively, the "Company"). 1. CONFIDENTIALITY. During my employment by the Company and at all times thereafter, I will hold in strictest confidence, and will not use or disclose, any Confidential Information (as defined below), except to the extent such use or disclosure may be required in connection with my work for the Company. "Confidential Information" means any and all confidential and/or proprietary knowledge, documents, computer files, data and other information and materials of the Company, or of its customers, suppliers or other third parties to whom the Company may have an obligation of confidentiality, whether I first learned of such information or materials before or after the date I sign this Agreement, including, but not limited to, all non-public information and materials relating to: (i) the Company's products and services, (ii) the Company's pricing strategies, pricing models and cost structures, (iv) service delivery methods and other business processes and methods of the Company, (iv) customer lists, supplier lists and other information regarding the Company's customers or suppliers, (v) the Company's business plans and marketing plans, (vi) the Company's management and financial reports, (vii) software source codes and object codes of the Company, (viii) the Company's research and development activities and (ix) the Company's employee records, personnel files, information relating to employee roles and capabilities, and compensation information. In addition, Confidential Information shall include any information and materials that are marked as proprietary or confidential information of the Company, or that I am told (or that I reasonably would be expected to know) are proprietary or confidential information of the Company. 2. INTELLECTUAL PROPERTY. I hereby assign, and agree to assign in the future, to the Company or its designee, at no charge, all of my right, title and interest in and to any and all Intellectual Property (as defined below) with respect to any works, inventions or other materials that I, whether solely or jointly with others, create, conceive or reduce to practice in the course of my employment at the Company or using the time, facilities or property of the Company. I will, at the Company's request, promptly execute a written assignment to the Company of any such Intellectual Property and will cooperate with the Company to the extent reasonable with respect to the protection and enforcement of any such Intellectual Property. "Intellectual Property" means all rights, worldwide, to any inventions (whether or not patentable), patents, patent applications, copyrights, trade secrets, know-how and other intellectual property rights. 3. RETURN OF COMPANY MATERIALS. Upon termination of my employment with the Company for any reason whatsoever, voluntarily or involuntarily, and at any earlier time that the Company requests, I will deliver to the person designated by the Company all originals and copies of all documents, computer files, keys, identification cards and other property of the Company in my possession, under my control or to which I may have access. I will not reproduce or appropriate for my own use, or for the use of others, any property (including but not limited to Intellectual Property) of the Company or any Confidential Information. 4. OBLIGATIONS TO FORMER EMPLOYERS. During my employment by the Company, I will not improperly use or disclose any confidential or proprietary information or trade secrets of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any other materials containing such confidential or proprietary information or trade secrets unless consented to in writing by that former employer or person. 5. AUTHORIZATION TO NOTIFY SUBSEQUENT EMPLOYER. I hereby authorize the Company to notify any subsequent employer about my rights and obligations under this Agreement following the termination of my employment with the Company. 6. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique and because I may have access to and become acquainted with the Confidential Information, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. In the event that any suit or action is instituted to enforce any provision of this Agreement, the prevailing party shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement (including, without limitation, reasonable fees and expenses of attorneys, accountants and expert witnesses), which shall include, without limitation, all fees, costs and expenses of appeals. 7. EMPLOYMENT. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of my employment by the Company, nor shall it interfere in any way with any right that I or the Company may have to terminate my employment at any time, with or without cause. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement unless otherwise expressly stated in writing by the Company.
8. SEVERABILITY. The invalidity or unenforceability of any one or more of this Agreement's terms or provisions shall not impair or affect the validity or enforceability of the remaining terms or provisions, and this Agreement shall be construed and enforced as if the invalid or unenforceable term or provision had not been contained in this Agreement. If any term or provision contained in this Agreement is adjudged by a court of competent jurisdiction to be with respect to the subject matter hereof and supersedes excessively broad as to duration, scope or subject, the term or provision shall be limited and reduced so as to be enforceable under applicable law.
9. 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 its assigns. 10. SURVIVAL. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee. 11. MODIFICATION AND WAIVERS. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.
13. ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive agreement of the parties and merges all prior discussions between us; provided, however, that, notwithstanding the foregoing, to the extent I have entered into any other agreement containing provisions that are more protective of the Company's confidential information and other rights than are the provisions of this Agreement, such more protective provisions shall not be superseded, but rather shall continue in effect in accordance with their terms.
By signing below, I accept and agree to the terms and conditions of this Agreement, effective as of the first day of my employment with the Company: I Accept |